Broken Cycles
by DocMui
Summary: Time and again, Homura Akemi has tried the impossible: To prevent Madoka from becoming a Magical Girl. Each time, she's failed. This time, she isn't alone. This time, there just might be hope from an unlikely source. Hope can be salvation or damnation. Which will it be, this one last time?
1. Unexpected Diversion

The Strange Medium Guy with a Bad Haircut

Aka Pearson Mui

Presents

A Doctor Who/Puella Magi Madoka Magica Crossover

Broken Cycles

AUTHOR'S NOTE: I do not own any characters in this story. Doctor Who and all associated characters is copyright the BBC. Madoka and associated characters are copyright Aniplex, Nitroplus, Gen Urobuchi and many others. This story is only intended for entertainment purposes and not profit.

Additionally, this takes place between "Midnight" and "Turn Left" in the 4th series of Doctor Who.

* * *

The blue box hurtled through a vortex, seemingly at random. It spun, nearly careening off the inside of said vortex. A light on the top pulsed almost like a heartbeat. At first glance, one would never think that there was anything or anyone inside. Even if the idea had been suggested, an observer might think that any occupants would have suffered from vertigo.

Inside the box were two occupants. Both were humanoid, but only one was actually Human. The pilot was a fairly tall man with medium brown hair and sideburns. He wore a blue suit with red training shoes, and a brown overcoat was carelessly tossed on a couch next to a central, hexagonal control pillar. He circled said pillar and idly flicked a few switches.

The other occupant was somewhat shorter, with long, fiery red hair that complemented her fearsome temper. She wore a red coat over a light-colored turtleneck sweater and dark pants. She was wearing boots that were a compromise between stylish and practical.

Donna Noble was worried as she listened to the TARDIS's thrumming and wheezing. Ever since their little trip to the planet Midnight, the Doctor had been quiet. Whenever he was quiet, bad things had happened—or were about to happen. She much preferred him when he was being loud.

She was about to ask him a question when a strange device started to light up. It looked like it had once been a double-reel tape recorder, but the Doctor had modified it extensively. Strange sounds that reminded her of a badly-played tape filled the room.

"What?" the Doctor exclaimed. He circled the central pillar and grabbed the device. He fiddled with the controls and gave it a good shake, which elicited a burbling sound from the device. "What's wrong with you, eh?"

"What is that?" Donna asked. Anything that got the Doctor worried was cause for her to get worried as well. Almost unconsciously, she edged towards the central pillar. The Doctor never had weapons, but she wasn't sure if anything he built ever exploded.

"It's my timey-wimey detector," he replied. "It detects a lot of things like time fluctuations, alien technology, and exotic radiation. Oh, and it can fry an egg at thirty paces." He fiddled with it further, then took out his sonic screwdriver. As the device buzzed, the Doctor frowned. "Donna, I think that we're going to have to make a very quick stopover."

"Why? Are we going to hit a speed bump in the Time Vortex or something?" Donna joked, but then noted the grave expression on the Doctor's face.

"No, we have to stop because time has just been punctured and sewn up badly. You know how you do a patch job on your favorite jacket but there are still holes where you worked?" he asked as he put down the device. With practiced urgency, he started manipulating the TARDIS controls.

"Yeah?" Donna asked, not liking where this was leading.

The Doctor shrugged. "Well…it's exactly nothing like that, but it's a very good analogy. Hang on!"

* * *

The final night had come and she had failed. The girl stood in the darkness, cursing the onus that she bore. Once again she would have to witness the destruction of everything.

She was attractive, in her early teens. Her long, dark hair whipped around wildly as forces beyond mortal comprehension stirred. Violet eyes flinched, but she would not let the tears come. She had to be strong.

"Madoka…" she whispered as a girl in white and pink made her stand. The monstrosity before her thrashed and howled. Everything in its path was destroyed, and only one girl stood in its way.

Homura Akemi knew what would happen. She had seen dozens of variations of this theme, and they ended in two horrible ways. The girl that she admired would either die, or become a monster herself. No matter what she did, it was inevitable.

It was almost time for the hourglass on her shield. By turning it, she could go back in time to when things started. It was either that, or accept the end of the world.

What she did not expect was the odd wheezing sound that suddenly filled the air. Moving her hand away from her shield, she gaped as a blue box materialized right next to her, a signal beacon at the top glowing in time to the sound. It looked like an oversized cabinet or one of those old phone booths she'd heard about—but what was a "police box" anyway?

The door opened, and two people almost burst out. Smoke was pouring from inside the box, and the occupants were waving the smoke away.

"Blimey!" the Doctor exclaimed. "That was a rough re-entry!"

"Nice landing, space man!" Donna complained sarcastically. "Where are we, anyway?"

"I'm not entirely sure," the Doctor admitted. "We're definitely on Earth but the sky's all wrong." He noticed Homura and flashed her a smile. "Hello, I'm the Doctor and this is Donna. Would you mind telling me roundabouts where we are?"

"You can see me," Homura said with subdued shock. "How can you see me? And how can you be here?"

"Wait, what's with that outfit?" Donna asked as she looked at Homura. "What's with the sky? And what's going on—"

"I don't have time for this," Homura said coldly. "I have to…" She trailed off as she saw Madoka gathering her power. The pink-haired girl drew forth a bow and prepared to fire an arrow at the dark mass before her. "No…" Homura whispered, and everyone could hear the despair in her voice.

The Doctor followed her gaze and put on a pair of dark-rimmed glasses. His friendly smile faded, replaced by a scowl. He saw a small, white creature beside the pink-haired girl, its red eyes never blinking. Donna, however, saw nothing.

"Incubator," he muttered, but there was an undertone that unsettled Donna. It was the same tone that he used when he had officially had Enough. She'd heard it before, when an alien spider queen had threatened the Earth with her swarming offspring. What had happened next still gave her a shiver. It should have been carved in stone somewhere: "When the Doctor offers you a chance, TAKE IT."

Madoka released her arrow and it struck home. For one eternal moment, everything seemed bathed in light. When it faded, the dark mass was gone. Her strength drained, Madoka fell off the building.

Homura moved faster than either the Doctor or Donna thought possible. She caught Madoka and eased her to the ground. They couldn't hear the conversation, but the pink-haired girl was offering something to Homura. The dark-haired girl took it solemnly and did something that was just out of sight. Then she touched her shield and rotated it 180 degrees. She vanished in moments, just as a dark mass started to form around Madoka.

"Donna?"

"Yes?"

"I think we should go back to the TARDIS. NOW."

She didn't argue. She just dashed into the box mere moments after he did, closing the door behind her. The one thing she noted about her travels with the Doctor was that she had gotten in shape very, very quickly. Running from various aliens, explosions and other threats saw to that.

The Doctor frowned as he frantically circled the control pillar. He was muttering under his breath, his expression grim. "Come on, come on, come on…" he said. "Don't act all cross with me now!"

"What was that?!" Donna demanded. "We've got girls who don't look any older than fourteen fighting monsters! Are you sure that this is Earth?"

"Positive," the Doctor replied. "Unfortunately, the TARDIS has just decided to act like she's got a concussion." He rubbed his chin thoughtfully. "If I can hotwire the Helmic Regulator, I can cut down the recovery time to—"

He was interrupted by a bone-jarring CRACK as something slammed against the TARDIS. Donna held onto the couch while the Doctor gripped the control panel. The aftershocks weren't too bad, all things considered.

All was silent, except for the occasional cough from Donna. The Doctor made a mental note to perhaps put some extractor fans for the next time things got smoky.

"Did we make it?" she asked.

The Doctor tapped at the central pillar, which was quiet. He looked around and his frown deepened. It was as if he'd seen something beyond the confines of the TARDIS.

"That's a very good question," he said. Punching up a display, he checked the readings. "It's safe to go out now," he declared. "We've gone back in time about a month."

"How'd you manage that?" Donna came to expect certain things of the TARDIS. For one thing, there was the ever-present wheezing noise it made whenever they were traveling. This time, the central pillar was dark and quiet.

"I didn't," he said. "After a landing like that, she'd need another 30 minutes to recover—10 minutes if I hotwired her, and even then she wouldn't be fit to travel for another 2 hours when we landed."

"So, something pulled us along?"

The Doctor flicked a few controls and checked a display. "It's more likely that we slipped through a hole that someone else made. That girl did it and she probably doesn't even realize it."

Something stuck in Donna's head. "Back there, you looked at that other girl and said `Incubator.' What do eggs have to do with anything?"

"You couldn't see it?" the Doctor asked. "You couldn't see the little white creature, red eyes, two pairs of ears—one like a cat and the other like a rabbit?"

Donna shook her head. "I just saw the girl with pink hair. She had a bow, and she fired it into this big mass of dark…stuff."

The Doctor seemed tired. He trudged to the couch and plopped himself on it. Donna sat beside him, wondering what could provoke such a reaction.

"I last saw something like that creature in a children's book, `Every Gallifreyan Child's Pop-Up Book of Nasty Creatures from Other Dimensions.' They're emotionless, with a sort of hive-mind. In fact, they think that emotions are a kind of mental disorder. They're clever and focused, absolutely determined to do something when they've made a decision—no matter the cost."

"So, why hasn't Earth been invaded by these…`Incubators'?"

"Invasions usually aren't clever. They're not much for weapons, but they don't have to be. They're master manipulators, experts in omitting information. They'll almost never outright lie, but they'll steer you to what you think you want to hear."

"And it's involved with fourteen year-old girls," Donna said heavily. "What could it possibly want from them?"

The Doctor closed his eyes. He took a few deep breaths and looked like he was going to meditate. Then, his eyes snapped open and he almost bounded out of the couch. With a burst of manic energy, he circled around the central pillar and grabbed his timey-wimey detector. With a grin, he took out his sonic screwdriver and started to make some adjustments.

"I don't have the answers," he admitted, "but let's see if our Mystery Girl does."

* * *

Homura didn't even sigh as she exited the hospital. Every time she ended a loop, it was the same. There were subtle differences, true, but for all intents and purposes she had a clean slate.

She was alone. There was nobody she could really talk to about her unique damnation, and one that was self-imposed. Everyone's memories were reset. All she had to do was find some way, some other approach that would save Madoka. If she kept at it, maybe she would succeed.

A persistent "ding" got her attention. The sound started to get closer, the source of the noise still unseen. _Was it some kind of odd cell phone ringtone or something_, she wondered.

She fingered her ring and wondered if this situation justified using magic. Rewinding time had put her in a dangerous place, power-wise. One last Grief Seed remained in her possession, and that been painful to take. She decided to conserve her energy so that Madoka's sacrifice wouldn't have been in vain.

The "ding" sound came closer. She guessed that the source was right around the corner. It was still light out and the area around the hospital was full of people. Besides, it wasn't as if she was helpless.

Homura had seen many things that could be considered impossible. She tended to approach that with a sort of disaffected nonchalance. After so many repetitions, there was a sense of just going through the motions of surprise. What she had not expected were the pair that almost plowed into her.

"Oh, there you are!" the Doctor exclaimed as he stopped. He waved the timey-wimey detector over Homura just to confirm its findings. "Can we try that again? Our last meeting was a bit hectic."

The dark-haired teen blinked. Who were these strange people? How did they find her? And most importantly, why did it seem like they remembered her?!

"Who are you?" she asked.

The Doctor grinned. "As I was saying before, I'm the Doctor and this is Donna. Now, could you please tell me roundabout where we are? We've had a bit of a rough tumble with our transportation."

"You call yourself the Doctor?" Homura asked.

"That's right," he confirmed.

"Doctor **who**?"

"Just…the Doctor," he said evasively. "And—"

"And what was with that mess back there?" Donna interrupted. "Why were you and that other girl dressed up like that? And what was that thing you were facing?"

Homura blinked once again. "You remember?"

Donna arched an eyebrow. "Well, it's not something I'm likely to forget. And what's with that look on your face?"

"What look?" Homura was starting to feel out of her depth. This never happened before. She wasn't sure how to deal with it. Part of her wanted to run away, but another part of her was curious.

"You look like you're panicked and confused, and you're trying to hide it by going all stone-faced. I've known plenty of co-workers who use that as a defense mechanism. It never really works," Donna said.

"Donna," the Doctor gestured to her and the redhead backed off. She didn't look happy about it, though. "The thing is, you've been looping through time, haven't you?" He softened his voice. "I look at you, and I see that you've spent a long time trying to fix something. How many times has it been?"

Homura's instincts were now screaming at her to run, to transform and stop time so that these strangers couldn't find her. Nobody could possibly understand her burden—and yet, this strange man seemed like he might. For the first time in a long time, she felt the slightest glimmer of hope.

"I lost count after fifty loops," she admitted softly.

"Fifty loops," he repeated. "And there's an Incubator involved, isn't there?"

She resisted the urge to laugh sarcastically. "That thing is very involved," she said.

"Tell me," he urged her.

Homura shook her head. "There's too much—what are you doing?" She backed off slightly as he got closer.

"He's just going to go all Spock on you," Donna said.

"Oi," the Doctor protested, "I had this before the whole Spock thing." He turned to Homura. "Just think of it and I'll understand. Will you let me help?"

Homura hesitated, then nodded. What could it hurt? It wasn't as if she had any better plans. She closed her eyes and felt the gentle touch of his fingers on her face. She almost heard her thoughts as she related them mentally to him. It was like changing to random channels on the TV.

_ "My name is Madoka."_

_ "Make a contract with me and become a magical girl."_

_ "—soul gem—"_

_ "—Grief Seed—"_

_ "Don't fall for its honeyed words."_

_ "Stop me from becoming a magical girl."_

_ "Why does it matter where you keep your soul?"_

_ "I have to be stronger."_

As she heard her thoughts, Homura felt very young. The man who was doing this was old, much older than he looked. Occasionally, there was some feedback, some fragments that came from him.

_ "I'm not just a Time Lord. I'm the last of the Time Lords."_

_ "I'm the Doctor, and I cured them!"_

_ "RoseTylerMarthaJonesDonnaNobleTARDIS!"_

_ "EXTERMINATE!"_

_ "You will be deleted."_

_ "For the glory of Sontar!"_

_ "Doesn't it just burn when you face me?"_

_ "Wibbly wobbly timey-wimey."_

_ "No, you look Time Lord. We came first."_

_ "Every waking second I can see what is, what was, what could be, what must not."_

_ "Allons-y!"_

With remarkable gentleness, the connection was broken. Homura found that she was shaking slightly, and that her face was wet. That was impossible because she could not have been crying. She was no longer that frail little girl. She had to be strong to save Madoka.

Nevertheless, she didn't resist when Donna gently wiped the impossible tears from her face. She did nothing as the Doctor gently laid a hand on her shoulder, his old brown eyes full of compassion.

"I am so sorry," he said softly. "No one should have to endure that."

Homura sniffled. "She's worth it."

The Doctor nodded. "Let me help you. Let me make this the last loop. You are not alone."

There was something about his demeanor that Homura trusted. He had gone through more than his fair share of tragedy. All the Doctor ever really wanted was to see the wonders of the universe. He never asked to be a hero, but he simply could not tolerate the suffering of others. It was his nature, no matter how many times he changed.

Besides, going at it alone hadn't done anything except make her miserable. She thought she could shoulder the burden so that nobody else would have to endure the pain. In the end, all that ever did was to make her even more miserable; she had nobody else to blame.

"We have two days before everything starts," Homura told them. "The Incubator, Kyubey, will try to force Madoka to make a contract with it. We have to prevent that, no matter what."

"Then we need a plan," Donna pointed out. "What do we do, sneak around and foul things up from the sidelines?"

"I'd kill Kyubey," Homura pointed out darkly, "but it doesn't do any good. That thing keeps coming back in a new body."

"That would be spontaneous formation of an alternate body using energy/matter conversion. Think of it as body-hopping with a lot of backups. As long as there's enough energy in the immediate vicinity, the Incubator can't be permanently killed, just inconvenienced." The Doctor frowned and put on his glasses. "However, I don't have to hurt it to stop it."

"So, what's the plan?" Donna asked.

The Doctor grinned. "You're going to love this, Donna. We're going back to school!"

Donna gaped at him. "WHAT?!"

Homura looked puzzled as well. "What?"

The Doctor shrugged. "What? I've got a brilliant plan." He turned towards Homura. "Now, then, tell me a little bit about the school."


	2. Introductions and Impressions

Two days later, the class was buzzing with excitement. Just yesterday their teacher had announced that she had won an all-expenses paid trip to Hawaii for two. She went into great detail about how she was going to use that time to show her boyfriend what not to do in their relationship. That left the question of who was going to take her place in the interim.

They were most definitely not expecting the slim, brown-haired man in a brown suit and sneakers. His expression was neutral as he scanned the rows of desks. More than a few students fidgeted under his piercing gaze, visible even through his dark-rimmed glasses. Next to him was a woman roughly his apparent age, with long red hair, very old style "granny" glasses, and a vaguely sour expression.

Then he smiled, and it was as if a weight had been lifted. Students stopped holding their breath.

"Good morning, class," the Doctor began. "Your regular teacher will be in sunny Hawaii for the next month, so I've been asked to take over. I'm John Smith, and this is my administrative assistant and very capable temp, Ms. Donna Noble. Any questions you may have about class work can be asked after class. If you need to make an appointment for tutoring and such, please see her."

"Oi, watch it," she muttered to the Doctor. His smile didn't falter.

"And now, class, as if you didn't have enough excitement, we have a new transfer student. Come on in, please," he called to the door.

Homura walked in, resisting the urge to look at those who would be her friends. She stopped next to the Doctor and Donna, her blank stare revealing nothing.

"I'm Homura Akemi," she said with quiet formality. "Please regard me kindly."

The Doctor clapped his hands together. "Well, I think it's time to start class, then. Miss Akemi, if you could please find an open seat, we'll begin." He made a point of checking the seating chart. "I believe that there's a seat next to Miss…Kaname."

Homura nodded, then went to her new seat. She was resisting the urge to hold Madoka's hands. Given that the pink-haired girl didn't know her yet, that would have been awkward. Nevertheless, there was the faintest hint of a smile that flashed itself across her face. She was more hopeful than she had been for a long time.

"And now, class," the Doctor began, "I have a reading for you that is not on the list, but it is something that I think you'll find quite useful. If you take away the right lesson from the story, I think that you'll live a better life." He took out a box from behind his desk and started passing out packets.

Madoka tilted her head in confusion. "`The Monkey's Paw?'" she read aloud. "Is this a story about a zoo or something?"

Sayaka, her best friend, shrugged. "Beats me." She raised her hand. "Mr. Smith, what's this story about?"

The Doctor grinned. "I don't want to spoil the surprise, Miss…Miki," he said after consulting the seating chart. "It's enough to say that we will be discussing this in detail tomorrow."

"Mr. Smith," Donna said with exaggerated formality. "If that will be all, I'll be in my office." The look in her eyes indicated that she preferred any location other than yet another office.

"Thank you, Ms. Noble," the Doctor replied blithely. "I'm certain that things will go well."

The sour look remained on Donna's face as she left the classroom. She remembered the conversation they had in the TARDIS regarding their roles.

* * *

"Donna, I need you to be my temp secretary," the Doctor said.

"WHAT?!" she exclaimed. "We travel all around time and space, and now you want me to be a temp again!?"

"Well…yes. It's an easy way of explaining why we're together. Everyone else seems to think we're family, or…other stuff," he said awkwardly. "And besides, this way you can access student records that I can't—at least, not without looking very odd."

"So that means that I can help you keep track of the girls," Donna said. She sighed, but nodded. "All right, I'll do it."

"Good!" the Doctor said brightly. "Now, I want you to wear these when you're at school." He handed her an ancient pair of granny glasses.

"Is that supposed to be my ingenious disguise?" she asked tartly. "Ooh, look at my hideous glasses. Oh, nobody will ever suspect who I really am—"

"Donna," he interrupted, "I've done something to the lenses. You may see a little white creature. If you do, do not react in any way unusual. This is important."

Donna sighed once more. "And what will you be doing? Are you going to confront this evil little creature?"

The Doctor shook his head. "Not unless I have to. The moment the Incubator knows I'm not human, it will take action. Our best weapon right now is subtlety."

"Oi, I can do subtle!" Donna exclaimed.

The Doctor said nothing. He was too busy trying to keep a straight face.

"Very funny," she said sourly. "You still haven't answered my question. What will you do to the Incubator?"

The Doctor reached into his jacket pocket and pulled out a fist-sized green crystal. It seemed to pulse like a heartbeat, and Donna found herself vaguely mesmerized by the sight.

"This is a capture crystal that I, ah, borrowed from a Judoon captain when he wasn't looking. It's good for one shot, lasts for hundreds of years, and whatever's inside gets a one-way trip to the authorities upon being captured."

"Why don't you just ring up the authorities and have them deal with this?" Donna asked. "It's—what did you say back at Adipose Industries? You said something about `seeding?'"

"Seeding a level 5 planet is against interstellar law," the Doctor replied. "And yes, what the Incubators are doing is just that—seeding and harvesting. I can't call in the law because they might interpret things as Earth allowing this to happen. As an accessory, the entire Earth might be blown up. At the very least, they might consider removing the Magical Girls—permanently."

"That's insane!" Donna exclaimed. "Don't they make any exceptions?"

"They're bound to the letter of the law, not its intent," the Doctor sighed. "That, and Judoon are thick."

"Okay, calling in the space cops is out. So, why don't you find the little creature and send it off?"

The Doctor shook his head. "If I take the Incubator out of the equation too early, it could be disastrous. If the girls don't see its sadistic and amoral side, they'll keep on going along until the end. They'll fight with a little knowledge and not the whole story."

"And then they'll die or become Witches when their Gems get corrupted," Donna finished. The Doctor and Homura had informed her of the trap that magical girls faced. "I hate this psychological nonsense."

"Three lifetimes ago, I was very good at it. I got rather clever at manipulating people," the Doctor reflected with a touch of bitterness. "They'd meet their end, and I was the one who opened the door for them."

Donna eyed him sympathetically. "Let's hope that you don't have to get too clever this time around, you big Dumbo," she said gently.

* * *

Sayaka Miki had seen her friend Madoka in many moods. It was all part and parcel of being her best friend, after all. As was normal for a 14 year-old girl, Madoka's moods shifted between giddy delight to quiet thoughtfulness. She knew that Madoka had a kind and selfless nature. This was why the pink-haired girl was the medical rep for the class. Sayaka suspected that her friend had a huge inferiority complex. This was not helped by the fact that Homura Akemi seemed to be an ace at just about everything. The dark-haired transfer student seemed to exude an aura of cool remoteness coupled with intimidating ability.

On any other day, Sayaka might have made a joke about Madoka's dream involving the new student. Today was not a good day, especially after the unusual day at school they'd had. Mr. Smith seemed like a nice person, but a bit brisk. Ms. Noble, however, didn't seem too happy to be there.

As they were walking home, Madoka was quiet. She'd been that way ever since they read "The Monkey's Paw." It was such a strange choice for a story, and she wondered why the new teacher assigned it. The new student's words—Homura, she had insisted on being called—had also weighed on her. She wondered why such an intense girl could possibly have any interest in whether or not she decided to change herself.

"Sayaka?" Madoka asked almost meekly.

"What?"

"If you made a wish, what would it be?"

Sayaka laughed gently. "That story really got to you, didn't it?"

"Yeah," Madoka admitted quietly. "It was the second wish that really scared me. I kept thinking about what the son might look like, knocking on the door." She shivered.

"Well, the first two wishes were both selfish wishes, right?" Sayaka pointed out. "Maybe it would have gone better if they'd made selfless wishes for other people."

"Maybe," Madoka said, but she didn't sound convinced. "But I think that the paw would have just twisted that kind of wish, too."

"So, I guess the moral is: Think really, really hard about what you want to wish for," Sayaka concluded. She grinned to try to cheer her friend up. "Besides, it's just a story. What are the odds that someone is going to offer you a wish?"

"I guess you're right," Madoka agreed.

* * *

Kyubey could sense Madoka coming. The little white creature had hidden itself in the shadows, despite its obvious color disadvantage.

This was the one, it decided. The potential for harvesting energy was greater than any others, even the girl who would become Walpurgis Nacht. She had the body language of being timid and vulnerable.

Incubators did not have emotions as Humans understood them. Satisfaction, however, could be felt on a purely intellectual level. After this one was harvested, Kyubey would feel very satisfied indeed. The quota would be met, and it could leave this planet to its own devices. The possibility of the world being destroyed in the process was a small price to pay to save the universe.

It moved one tiny paw towards the sidewalk. There was the faintest whisper of air, and then the Incubator's lifeless, headless corpse flopped directly into the girls' path.

Homura was grim as she put away the sniper rifle. She had been waiting for Kyubey to make its move. Granted, even a bullet couldn't kill the Incubator for very long. It would just gain a new body and devour the old shell. She hoped that such a disturbing sight would make Madoka and Sayaka think twice before dealing with Kyubey.

Part of her wanted to hunt down Kyubey and kill it as many times as possible. She wanted to reduce the white creature into a bloody mess, and she would have enjoyed every moment of it. However, Kyubey was also telepathic. At the first sign of injury, it would have sent out a distress call, and Madoka would have answered. That was simply her nature. No, as difficult as it was, subtlety was required.

She'd been busy when school let out. The city had been swarming with familiars and witches that had to be dealt with. She'd also been stockpiling weapons for when Walpurgis Nacht appeared. She knew that the Doctor would not have approved; his dislike of weapons had been made very clear in their mind link.

Her magic did not involve energy weapons or restraints. She could stop time and return to the beginning of the time loop. That was why she had also been quietly raiding various Self-Defense Force bases, as well as Yakuza armories. She wanted to be prepared for when Walpurgis Nacht appeared.

She allowed herself the smallest of smiles when she saw the girls encounter Kyubey's corpse. Sayaka had almost stepped on the dead Incubator.

"Oh, YUCK!" Sayaka exclaimed. "What is this thing?!"

Madoka recoiled from the sight. "It…it doesn't have a head," she said haltingly. "Did it get run over or something?"

Sayaka shook her head. "No, it's too far away from the road. It looks like the head was just chopped off, or maybe—oh, gross," she said as she noted the bloody grass. "This thing's head just exploded."

Madoka was trying very hard not to succumb to nausea. She had been looking forward to dinner. After seeing the creature's corpse, she wasn't sure if she wanted to eat anything for a while.

"Excuse me," said a small voice by Madoka. The girls looked down and saw a creature apparently of the same kind as the corpse, although with a head attached. The Incubator nonchalantly padded its way over to the dead body and started devouring it. When it was done, it planted itself on its haunches and burped noisily.

Madoka lost what was left of her lunch. Sayaka could hear her friend retching into the bushes. To be honest, she was pretty close to doing the same thing.

"You—you can talk," Sayaka stammered. "And you just ate that other creature that looks like you."

Kyubey tilted its head slightly. "Judging by your reactions, it is obvious that you both can see me. That is one quality for those who can become magical girls."

The situation had taken a turn for the odd. It was too surreal for Sayaka to grasp, and it had cost her what little control she had over her nausea. She lunged towards the bushes.

Kyubey didn't seem the least bit disturbed. "What odd reactions both of you are having," it observed. "And would you rather I leave my old body to slowly rot? I was merely being considerate and efficient."

It was unfortunate, Kyubey mused, that whatever had killed the previous body hadn't merely caused injury instead. It would have been so much easier to manipulate the girls using the wounded deer routine. Compassion was such an easy emotion to use against people, especially the young ones. Granted, it still felt pain in each body, but this death had been quick.

Madoka shuddered as the last of the dry heaves left her. She held a handkerchief to her mouth and faced Kyubey. She took care to stay a good distance away from the Incubator.

"What—what are you?" Madoka stammered.

The Incubator's expression was difficult to decipher. Its face looked like it was always smiling, and it disturbed Madoka.

"You may call me Kyubey," it said calmly. "You and your friend have magical potential. Please make a contract with me to become magical girls, and I will grant you one wish."

Sayaka staggered to Madoka's side. She looked disgusted, nauseated and incredulous at the creature's bluntness.

"Let me get this straight," Sayaka began as she tried to remain upright. "You just come out of nowhere to eat the body of that thing, and suddenly you can talk. And now you want us to become magical girls."

"I have always been able to converse," Kyubey said. "And I do not believe that my offer is terribly unreasonable." It tilted its head and gave the girls what it hoped was an approximation of a smile. "Think of all the good you can do."

"NO THANKS!" Sayaka declared. "If you think that I'm going to deal with a creepy little thing like you, you've got another thing coming! Come on, Madoka," she said as she grabbed Madoka by the wrist.

Madoka followed her friend meekly. When Sayaka got worked up like this, it was difficult to calm her down. Besides, she couldn't disagree with her reasoning. Any creature that could be so nonchalant about things like eating a corpse was not someone she wanted to deal with.

"I really do not understand you people," Kyubey said as it scampered behind the girls. "The possibility of receiving a wish is more than enough incentive for most."

Sayaka stopped and whirled around. "Look, you little freak. Just do me and Madoka a favor and leave us alone!"

Kyubey's tail twitched. "Are you sure that you should be yelling at me in such a public place? Ordinary people can't see me, you know."

Sayaka and Madoka blinked. They took a look at their surroundings and noticed the nervous expressions around them. Sayaka put the hand that wasn't holding Madoka's wrist behind her head and laughed nervously.

"Stop following us," Sayaka said through gritted teeth. She and Madoka had ducked into a nearby alley to avoid the crowd.

"I don't believe that you should go this way," Kyubey said. "I would advise against going any further."

"Don't tell me what to—" Sayaka stopped as a chill ran down her spine. Madoka shivered, and she clung closer to her friend.

The area became dark and distorted. It was as if they'd crossed some invisible boundary. Every instinct that wasn't utterly confused was screaming for the girls to get out. Strange creatures chattered as they noted the new arrivals, and they did not look friendly.

_Mami_, Kyubey said telepathically, _I've found two girls who have wandered into a familiar nest. _The Incubator's mental tone was dry and factual, with only the slightest hint of stress.

_I'm on my way,_ came the response.

Kyubey did not herd the girls to the exit. It did not place itself between the girls and the hungry familiars. Instead, it stood beside them as they cowered. Seeing Mami in action, it decided, would have been a powerful persuasive tool. If all went well, Kyubey might be able to add at least one more magical girl. The blue-haired girl was expendable, as she had only average potential.

"Help is on the way," it told them, but they were too busy screaming to hear. "And I did advise that you not go any further," it reminded them.

* * *

Homura clenched her jaw as she saw them cross the wards. There were familiars nearby, and they'd just walked into a nest of them. Even the weakest familiar could kill a person, especially one that had strayed into its territory.

Touching her shield, she prepared herself. She knew that another magical girl was nearby, but she had to get to Madoka first.

"You must be new here," a girlish voice said from behind. "It's not often that I meet another magical girl."

Homura didn't even have to turn around. She knew who the voice belonged to and she didn't have time for pleasantries.

"I have to go," she said brusquely. A moment later, it was as if Homura had vanished.

The young lady that she had left behind blinked. She had never encountered anyone quite that fast.

She was used to sneaking around, which was fortunate. Her outfit would have attracted attention anywhere except in a nest of familiars. Dark thigh-high leggings complemented her short, frilly skirt. Most of her ensemble was white with accents of brown. Her hair was golden, and it was divided into two curled tails. Perched upon her head was a pillbox hat, and in her hair was an ornate gem-like decoration.

Mami Tomoe summoned a weapon, a flintlock rifle, and readied herself. She had hoped that the new arrival would have been ready for a team-up. Regrettably, it seemed that this girl was only intent on being competition.

* * *

Inside the nest, Sayaka had managed to help Madoka out of her panic. They were running as fast as they could towards what they hoped was the exit. Kyubey was keeping pace with them, its expression unchanging.

They did not expect to see Homura waiting near the exit. They most certainly did not expect her to be holding a gun, especially not one aimed at them.

"What are you doing?!" Sayaka screamed. She was a bit too panicked to concern herself with Homura's change of outfit.

The long-haired girl's gaze seemed to intensify. She didn't have time for this nonsense.

"Get out of the way," Homura said, perhaps more harshly than she had intended. "You're ruining my shot."

Sayaka blinked and then understood. She dove for the floor and Madoka followed her. The pink-haired girl really didn't have much of a choice; Sayaka still held her arm in a tight grip.

It was one thing to hear a gun being fired on TV. They always sounded like overgrown firecrackers. It wasn't really something that, although lethal, sounded terribly impressive.

In real life, a gunshot was a lot louder than either Sayaka or Madoka had expected. They flinched as Homura emptied the gun into the pursuing familiars, her gaze intense. The creatures shrieked and recoiled, but they weren't quite dead.

Homura paused a moment to reload. It was in that moment that the familiars surged towards her—

-only to be caught in some ribbon-like constructs. They writhed in protest, but the ribbons held them tightly.

Without even asking, Homura dodged to the side. The familiars then saw a young blonde girl with a very large flintlock rifle aimed at them.

"Magical familiars!" Mami exclaimed. "I'll finish you off with one shot!"

A large burst of energy from the rifle ended the encounter. With the familiars gone, the space they created started to collapse. Both magical girls helped Sayaka and Madoka to their feet. Homura was adamant about keeping hold of Madoka.

"Are you all right?" Homura asked Madoka.

"Hey!" Sayaka waved her hand between the two girls. "I'm here too, you know."

Homura spared Sayaka a slightly annoyed glance. "Yes, you are," she agreed. "And you appear to be quite healthy."

"Oh, do you know each other?" Mami asked.

Homura said nothing. There were so many ways she could answer that question, but those answers would lead to more questions. It was best to take it slow in front of Kyubey and the other girls.

"We're in the same class," Madoka explained. "Miss Akemi—sorry, Homura just transferred to Mitakihara middle school."

Mami smiled. Then her clothes transformed into the same school uniform that Madoka and Sayaka wore.

"Forgive me for not introducing myself earlier. I'm a third year from the same school, Mami Tomoe. And this," she gestured to Kyubey, "is my friend Kyubey."

"We know," Sayaka said. Her tone made it very clear that those had not been the best of circumstances. "Do you know that your little `friend' is a cannibal?"

Mami tilted her head to the side. "What do you mean by that? I've never encountered any other creatures like Kyubey."

"I was merely clearing out something that was no longer needed," Kyubey said smoothly. "I do not understand your revulsion to something like that."

"Can we not talk about that?" Madoka asked weakly. She looked pale, and not just from the encounter at the familiars' nest.

Inwardly, Homura was trying hard not to grit her teeth. This was not going the way she had anticipated.

"I should go," she announced abruptly. "You're safe now." With that, she transformed her outfit back into the school uniform the other three girls shared. She gave her long hair a flip and turned her back to the others. She didn't want them to see her face, conflicted as it was.

Part of her wanted to reveal everything, to beg and plead so that Madoka wouldn't make a contract with Kyubey. She had been down that path before, however. The sudden revelation had broken Mami, her poise and false serenity gone. She shuddered at the memory.

The other part of her wanted to just be numb. She wanted to just focus on Madoka alone, no matter the consequences. That wouldn't have worked. The pink-haired girl had increasingly become more dependent on her peers. It was an odd effect of the time loops that she had endured. Madoka was not the heroic figure that she had first encountered. No, she had to deal with all of them.

The only consolation was that she was not alone this time. She had help, and that was what cracked her outer, careworn shell.

"Mami Tomoe," Homura began, "You should ask yourself some questions about what you take for granted. You may not like the answers."

"Is that a threat?" Mami asked.

"No," Homura replied simply. "I am neither your enemy nor your friend."

"Then how can I trust you?"

Homura gave her long hair an almost careless flip as she turned to face Mami. Violet eyes bored into Mami's golden ones, unsettling the blonde.

"If I were your enemy," Homura said, her voice barely above a whisper, "you would have been dead when we first met, and I would have rescued these girls by myself. Don't let your loneliness sway them."

Mami flinched. "What do you mean?" She didn't even know this girl, but she was spot on about the blonde's life. How could she have known?

Homura spun on her heel and headed towards Madoka. She gently laid a hand on the pink-haired girl's shoulder. It was obvious to all that her expression was much softer than what she had presented to Mami.

"You'll be fine," Homura reassured Madoka. "Just don't listen to that thing."

She left without saying anything more. Sayaka found herself annoyed at Homura's brusque demeanor. Madoka was confused by Homura's preferential treatment—at least, in comparison to the others. Mami found herself shaking slightly.

Kyubey tilted its head slightly. Homura was an interesting anomaly, a Magical Girl that it could not remember making a contract with. She seemed oddly determined to thwart Kyubey. That was odd because the full truth had not been revealed.

Homura did not look back as she walked away. She hoped that the Doctor and Donna were having better luck. She was tempted to find them, but she knew that Kyubey would be keeping an eye on her. No, she would have to trust that things were going well with them.


	3. Burden of Hope

Donna sighed as she went through her day. The school's filing system fairly easy to use-nothing terribly challenging for her, really. She pretty much glided through the day with the minimum of fuss. She still felt a bit insulted that she had to play the part of temp, even after all she'd been through.

She briefly felt a chill go down her back. Instinctively, she turned around, but nothing was there. It might have been her imagination, but she thought she saw something dark scamper around a corner.

_Keep a low profile_, she reminded herself. _Pretend that you didn't see anything unusual_.

At the end of the school day, her annoyance and curiosity had evaporated. Donna had never felt so despondent in her life. The red of the setting sun just reminded her that she wasn't getting any younger. Soon, like the inevitable twilight that would follow, her life would end and she wouldn't be mourned for the most part. Oh, her grandfather would remember her, but her mother would probably be criticizing how Donna chose to end things. Her mother was always good at that. She was always nagging and finding fault with others. Donna had gotten the brunt of it, especially after her father had died a little while ago. She was the disappointment, the shame of her family.

It was little wonder that she'd developed such a shallow, spiteful personality. Being the office gossip and keeping up with reality television allowed her to get away from her mother for a little while. Then, of course, her mother would promptly criticize her about being a temp, even if Donna was the best temp in Chiswick.

The Doctor had made her a better person. Deep inside, however, she was afraid that she hadn't really changed. When she got down to it, her shallow personality was still a part of her.

She heard the Doctor call her name. She didn't respond. She was almost robotically making her way to an overpass and looked down at the traffic. It would be so easy to make shut her mother up and ensure that Old Donna never came back. She would rather die than be that person again.

The Doctor was aghast. Through the lenses of his glasses, he noticed a dark, wispy trail. It emanated from an odd mark on Donna's neck. And now, she seemed very intent on just stepping off the overpass.

A Witch's Kiss, he recalled Homura telling him, was something that inspired despair. It was planted by either a Familiar or a developing Witch on random people. It was the cause of many, otherwise unexplained, suicides. This, of course, led to Magical Girls being recruited to prevent that sort of thing.

Now, Donna was suffering from the effects of one. If he could, he wanted to just take a pair of scissors and cut off the wispy tendrils that led from Donna's neck. The immediate trick, however, was getting her someplace where he could isolate her from the source.

"Donna, stop!" he exclaimed.

"Why?!" Donna asked. "I'm useless, Doctor!" She shook her head and despondent tears fell. "The biggest thing I ever accomplished was being a temp!"

"Donna, you're not useless," the Doctor insisted. "I think you're brilliant."

She scoffed, but it came out with a choking sound. "`Brilliant.' Right. Are you barmy or something? I'm over thirty years old, and the only man I almost married tried to kill me! What kind of life is that, Doctor?!"

The Doctor didn't move. He saw that her hands were gripping tightly on the handrail. That told him that Donna was still fighting, stubborn as she was. Part of her knew that these emotions weren't real.

"You still have the glasses on," he pointed out. "Take a look around and tell me what seems out of place."

Donna looked like she was about to make a retort but stopped herself. It was perhaps a testament to how much she trusted him that she didn't just take a header off the overpass.

"There's a black rope coming from my neck," she told him shakily. "*WHY* is there a black rope?"

"Donna, you've been hit with a Witch's Kiss," he replied. "Remember what Homura told us? These feelings aren't real. Whatever did this to you is trying to feed off of you, to make you a meal. Are you going to stand for that?!"

"No," Donna said weakly. Her hands were still shaking on the handrail.

"Has there been any time, in the time that I've known you that you haven't told me exactly how you've felt? Are you going to fall for a little fake depression and be something's snack?"

The Doctor was taking a large gamble with this. He was counting on Donna's indignation to override whatever the Witch's Kiss had done to her.

"No, but…"

"But what?" the Doctor demanded. "We've traveled and seen so much, and this is how you decide things end?" He shook his head. "You're still at the wheel. Come on back with me and have some rest and a cup of tea. Believe me, a cup of tea did wonders for me a few years back."

Trembling the whole time, Donna took her hands off the handrail and stepped away from the edge. She then encircled him in a hug that was just short of painful.

"You'd better hurry, Spaceman," she whispered shakily. "That road is looking better and better all the time."

They made their way to the apartment that the Doctor had rented. Money had not been a problem, thanks to judicious use of his sonic screwdriver on an ATM. With said screwdriver he unlocked the door and they entered. Closing the apartment door, he then unlocked the TARDIS door. Donna staggered inside and flopped herself onto the couch near the control pillar.

Closing the TARDIS door behind him, the Doctor headed to the pillar and worked a few controls. He kept his glasses on the whole time, alternating his view between the door and Donna.

"There," he said finally. "Extrapolator shielding is up and the signal's been cut off." He made his way to the couch. "How are you feeling?"

"Lousy," she said bluntly. "But I don't feel like tossing myself off a bridge anymore. I don't feel like doing much of anything, though."

"That would be from the induced depression," he said. "I think I have something for that."

With that, he knelt down and pulled off a floor grate. There was the sound of rummaging, punctuated with an "aha" as he found something.

"There you are," the Doctor said as he placed a box the size of a lunchbox on the floor. Climbing up, he replaced the floor grate. "Good old Walker. I don't know how you knew."

"What's that?" Donna asked weakly.

"It's something I picked from someone I know, Walker Santos. Brilliant man, I wish you could meet him."

"Should I know him?" Donna asked.

The Doctor shook his head. "He won't be born for another 3000 years. I have to warn you, this might be a little bright."

That was an understatement. For the three seconds that the box was opened, everything was a brilliant, royal blue. Then the box was closed and the Doctor leaned over to check her neck. The mark that had been there had been erased.

Donna blinked and shook her head. Whatever negativity she'd felt from the Witch's Kiss had evaporated. She felt pretty good, actually.

"What was in that box?" she asked. She propped herself into a seated position on the battered couch.

"A hope diamond," he replied. "Walker gave it to me a while back."

Donna arched an eyebrow. "You've got the Hope Diamond with you? Don't you know that the thing is supposed to be cursed?"

The Doctor tilted his head slightly. "Well, that might explain my luck if I had it. No, this is literally a diamond-shaped container that holds hope as a kind of energy."

"You're barmy, you know that?" Donna commented. "How can you harvest hope?"

"According to Walker, it wasn't easy." The Doctor's expression turned thoughtful. "He said something about liking me better without the bowtie. I don't remember meeting him back in my second life."

"Maybe you'll wear a bowtie in the future?" Donna suggested. "You'd be going around saying `look at me, the natty dresser with a bowtie' or something like that."

The Doctor didn't quite grimace as he took off his glasses. "That doesn't sound like me at all. With any luck, I won't have to worry about it for quite some time."

"Yeah," Donna agreed. "So, this Walker guy just up and gave you a hope diamond? Why would he do that?"

"Well, we happened to be at the same convention. It was on the planet Odym—beautiful place, full of life, I should take you there sometime," he remarked. "Walker said that I'd need it. The odd thing is that he said that I'd open the box only four times. The first time would be to relieve suffering. The second and third time, the diamond would grant strength. The final time, Walker said, I would fulfill a destiny." He looked uncomfortable for a moment. "I've never been good with the number four."

"Did he say anything about visions?"

The Doctor shook his head. "He hadn't mentioned it. Why? What did you see?"

"I saw myself in a small flat," Donna began. "I'm looking at the newspaper and checking the lottery numbers. I must have won because I'm yelling like a madwoman, hugging some man whose face I can't see." She hesitated for a moment. "And I'm wearing a wedding ring."

"Well," the Doctor said, "that's definitely something to hope for. Do you need help getting up?"

She waved him off. "I'm fine. So, how about that cup of tea?" she joked.

The Doctor seemed uncomfortable. "The thing is, I really don't do domestic. I never really got the hang of it."

She looked at him incredulously. "You're over 900 years old and you can't grasp the concept of brewing tea?" She mimed cracking her knuckles. "First, boil the water. Then, get a cup and put a tea bag in it. Then—"

"Donna, I know how to brew tea. It's just that I never seem to be able to relax with a cup." He shrugged. "Something always happens."

Donna arched an eyebrow. "This is a surprise?"

The Doctor grinned. "Well, you're definitely feeling better. You might want to go out to your room and get some rest, though." With a practiced motion, he moved a sliding control on the central pillar and lowered the shields.

"And what will you be doing?" she asked. It wasn't as if she didn't like the TARDIS, but she definitely needed familiar sights.

"I can't risk putting the old girl through time, not with the Incubator around. I can, however, do a bit of traveling. I just have to make sure I'm back in time for class."

"You're going to run around all night? Don't you ever sleep?" she asked. Donna had pulled a few all-nighters in her time, especially when her friends had been invited. One hangover had led her to totally miss an alien invasion during Christmas.

"`Course I do," he remarked. "If I don't get my eight hours every week, I can't function."

Donna mentally wished that she could have 160 hour weeks. That would have certainly come in handy on some of her former temp jobs. "So, what's so important that you have to sneak around at night?"

The Doctor told her. Her jaw dropped as she tried to process the sheer magnitude of those few words.

"I'd rather not keep this from Homura," the Doctor began, "but I don't think we have much of a choice. There's a chance that the Incubator might be able to read her mind, even with her mental shields. We adults, however, aren't even on the radar."

"So we just plot and wait?" She sounded dissatisfied.

"Well, no," he replied, "we'll act when we have to. But it has to be quiet. That's the best shot we have."

Donna exited the TARDIS and flopped down on a couch. She watched as the blue box faded from sight, wheezing the entire time.

"Nice way to keep it quiet, Doctor," she remarked to nobody in particular.

* * *

The patrols had been going fairly well. Sayaka and Madoka had been tagging along with Mami on her next few outings, just to get a feel for her routine. There hadn't been any Witches, but there were plenty of familiars. Left alone, the familiars would eventually grow to become Witches themselves.

She'd shown the girls the benefit of being a Magical Girl; namely, the Grief Seed that Witches left behind after their defeat. The seed would purify the pollution that every Soul Gem accumulated upon using magic. Mami theorized that this was why most magical girls didn't team up; it was so much easier to be selfish and grab the seed than to share it.

Madoka and Sayaka were beginning to feel that a magical girl's life wasn't easy. In fact, it seemed downright lonely and thankless. It even showed in Mami's apartment, despite being cozy and tastefully decorated. Every once in a while, Mami's smile slipped and the burden she had taken on was obvious.

Then there was the lesson in the story they'd both read. The discussion in class had been fairly lively, a change from the usual method of learning. The general consensus from their classmates was that you couldn't get something for nothing; there was always a price. The monkey's paw—or, rather, the force behind it—was inclined to be as literal as possible. The thought of a soulless husk knocking on the door had chilled the class.

They were mulling it over as they stopped by the hospital. Sayaka wanted to see how her friend, Kyousuke, was doing. He'd been in some sort of accident and it had left one of his hands numb. He'd tried to keep a happy face around her, but it was devastating to a violinist.

As Madoka sat in the waiting area, she thought that she caught a glimpse of Mr. Smith. Granted, it was only for a second and from behind at that. The man was wearing a white doctor's coat and he flashed something in a wallet holder to the attending nurse. She couldn't hear what was said, but the nurse was obviously giving him directions. With that, he went off to parts unknown.

Obviously, it couldn't have been Mr. Smith, she told herself. He was a teacher, not a doctor. She was probably seeing things.

It was about then that a huge shiver ran down her spine. To call it a shiver was an understatement; it was like someone had stabbed an icicle down her back. It was actually worse than when she and Sayaka had been in the familiars' nest. She wondered what could possibly provoke such a reaction.

* * *

Kyubey had been prowling the halls with the impunity that invisibility granted. As long as it avoided the carts, gurneys and wayward feet, the Incubator didn't have much to concern itself over.

It had been quietly keeping track of Sayaka and Madoka. The more it knew about their lives, the better chance that it could manipulate them. The emotional attachment that Sayaka had to this Kyousuke person could be a powerful leverage. Once the blue-haired girl became a magical girl, it was more likely that Madoka would follow suit.

It had sensed that the girls were reluctant to commit themselves. "The Monkey's Paw" was such an odd choice for a Japanese classroom. That had raised doubts in their minds. Kyubey wasn't terribly concerned, however. Experience had shown that the proper time would come, and the right words would make all the difference. That combination had worked wonders in recruiting Mami, after all.

It stopped, and the cat-like part of one ear perked up. There was an odd sensation in the air, not unlike a Witch or a familiar. The feeling was muddled, as if perceived through gauze and dipped in used motor oil. There was a taint, a foulness that no Witch ever possessed, combined with an absolute wrongness. Whatever was causing this sensation did not belong in this world—perhaps not even this dimension.

Occasionally, Kyubey would hear a patient screaming. It wasn't out of pain, but out of sheer terror. Doctors and orderlies were summoned to the source. Kyubey overheard bits of conversations; something about how all the mentally-ill patients had seen something horrible.

While mildly interesting, this was not something that pertained to the Incubator's mission. The odd feeling, however, seemed to intensify as it padded to one room. Out of curiosity, it noted that the patient's name was Fuminori, and he seemed to be having a conversation with someone. It was only in the most charitable sense that it could be called a conversation. One voice was weak and wispy, with only the barest hint of coherence. The other voice had strange, almost gurgling noises as well as odd harmonics.

Kyubey ducked out of the way as the door opened. The hallway was deserted, perhaps because of the disturbing presence. Doctors and nurses had scurried off, prompted by their subconscious. They wouldn't know why they had to leave; they just left. Perhaps the Grief Seed that was forming in the hospital was having that effect.

The individual that stood in the doorway was in no way human. In fact, any human who looked upon this creature would have been swiftly driven insane. Kyubey, of course, was not human. The Incubator was certain that whatever this misshapen creature was, it could not be seen.

"FOOD!" it exclaimed. Then there was a slashing sound, and Kyubey saw a large hole in its abdomen. Then the Incubator was seized by tentacles and other appendages. The last thing that Kyubey saw were rows of sharp, dripping teeth on a face that defied natural law.

* * *

The Doctor felt the presence of something twisted. There were actually two sources, both fairly close by. He resisted the urge to wince and finished his task.

Kyousuke Kamijou was sleeping fitfully in a slumber that was not entirely natural. His left hand, the one that had suffered nerve damage, twitched slightly.

The Doctor was not, as he would admit, a certified medical doctor. However, he'd picked up quite a few things during his centuries of traveling. It also helped that he had pockets deep enough to carry the appropriate tools. After all, even he had to admit that the sonic screwdriver couldn't fix everything.

He checked his work again and smiled. By tomorrow morning the hand would be good as new—at least, in terms of being able to feel. Flexibility, on the other hand, would be limited until the young violinist went through physical therapy.

Pocketing his equipment, he quietly left the room. He hoped that what he had just done would make a difference.

He almost staggered as he felt two distortions in the area. One was an absolute wrongness, like gears grinding. The other felt like a bubbling, heavy darkness, like tar. With a glance, he made sure that the hallway was empty. Then he scanned the area with his sonic screwdriver and headed to the nearest distortion.

He did not gape at the bloody mess he saw when he got there. The blood and bits of white meat came from Kyubey. The hallway was plastered with body parts. A dull, red eye gazed lifelessly at him, separated from the head.

The Doctor adopted a quizzical look on his face. He adjusted his glasses and pretended to not see the carnage that was before him. About ten feet behind him, he heard the scrabbling of tiny paws making a very quick getaway. He did not try to walk around the remains of Kyubey's replacement bodies.

Taking his screwdriver out, he scanned the area. The source of the distortion came from a patient's room. He heard gurgling noises behind that door. There was also the sound of something being eaten rather messily.

The door flew open, and half of Kyubey's head was thrown out. There was nothing else attached.

He checked his screwdriver and frowned. Whatever creature that was inside was barely conforming to the laws of nature. It was obviously from another dimension.

"Hello?" he called out. "I'm the Doctor. I can help you."

"Hello, Doctor," a gurgling voice, only vaguely feminine, called out. The harmonics in that voice were chilling. "I've just finished dinner."

Cautiously, he opened the door to reveal the occupants. One was an exhausted-looking young man with bandages around his head. The other occupant required him to distance himself from human perceptions. It was either that, or run away screaming.

The being before him seemed to have two appearances: One was unearthly and unbearably ugly, and the other was that of a girl barely in her teens. The more tolerable image had long hair that went down to her knees and a simple white dress. He focused on that image, but kept the outline of the other in his view.

"You aren't running," `she' observed. "Are you looking at me differently, or are you merely insane?"

The Doctor tried to shrug nonchalantly. "Well, let's just say that I can see things differently than most. I'm the Doctor."

"You can call me Saya," the `girl' said. "I found this place, so full of power below. Something wonderful will happen soon." She paused and tilted her head slightly. "You are homeless, like me," she observed.

"Maybe I can take you home," he offered. "You don't belong here. How did you get here?" _The Grief Seed must have attracted `her' attention_, the Doctor decided.

Saya scowled. "I was lost, torn from home. Some creature shattered the walls between home and here, drawing me in. Father found me. He was unafraid of my beauty. He taught me to speak this language. He treated me like kin. Then he died, and I cannot go back. This is my home, now."

"You don't belong here," he repeated. "No human can look at you without going insane."

Saya gestured to the bed. "He can," she said. "He can see my beauty, as well as the ugliness in this world. He sees his own kind as misshapen lumps of meat. It is fate; he belongs to me," she declared with a dark smile.

The Doctor frowned. "And what will you do with him?"

Saya gently took Fuminori's hand. "He will help teach me about love, and our children will make this world beautiful."

"No, he won't," he found himself saying. "Because if you are what I think you are, you'd condemn the entire Human race to agony."

"It is merely the pain of birth," Saya said with malevolent sweetness. "Is that not part of love; the overcoming of obstacles with your chosen one?"

"Let me take you home," he offered, but there was an undercurrent of danger in his voice. "I can find a way to get you back to your own kind. You can end this now."

"What if I make this planet my home?" Saya asked. She caressed the patient's forehead.

"Then I'll have to stop you."

Saya's smile didn't fade one bit as she lunged for him.

* * *

Homura was worried. There was the sense of two distortions in the hospital. It was one more than she had experienced in previous iterations.

Re-living timelines had given her some advantage, but not as much as she'd hoped. There were always the subtle differences that caught her unaware. If it had been a strict repetition, she would have saved Madoka a long time ago.

The variations upon variations had worn her down. It had been so tempting to give up, to accept that Madoka was doomed in some fashion.

The arrival of the Doctor and Donna had rekindled her hope. He had given her the basic plan, but left the specifics vague. Alternate timeline or not, she was still a Magical Girl. Kyubey had a mental link to all Magical Girls, and thus might be able to read her mind. The Doctor estimated that it would take weeks of probing for the Incubator to get through. He had, however, reinforced her mental shields, just in case.

She found herself before the entrance to the Witch's lair. The boundary shimmered before her as a vortex of darkness beckoned. She heard footsteps behind her. She turned to face Mami and Madoka.

"I will take care of this Witch," she declared. "Go home."

"And you will take the Grief Seed for yourself?" Mami asked. The blonde knelt down and touched the floor. "I don't trust you."

Those were Mami's last words before several ribbons sprung from the floor, entangling Homura. Try as she might, the dark-haired girl simply could not get free.

"Don't struggle," Mami said softly. "You'll only hurt yourself." She smiled. "Now, be a good girl and stay out of my way."

"This Witch is different from what you've faced!" Homura exclaimed. "Madoka, don't go in there!"

"I'm protecting them," Mami said simply. Then she transformed into her magical girl outfit and went into the vortex. Madoka followed her meekly.

After thirty seconds of fruitless struggling, she heard footsteps. They were coming at a breakneck pace, as well as a persistent buzzing sound. Looking up, she saw a pinpoint of blue heading towards her. Moments later, the Doctor emerged into view.

He had seen better days. His doctor's labcoat was torn and shredded in places, and he had a small gash on his cheek.

"Homura, are you all right?" he asked.

"What happened to you?!" she asked.

He waved her off. "I'll explain later." He examined the restraints. "Oh, this really is a piece of work. The fine effort and control required for an equivalent restraining matrix—"

"DOCTOR!" she shrieked. Now was not the time to be admiring handiwork.

The Doctor blinked. "Sorry. Let's see if I can't disrupt this—" He adjusted his sonic screwdriver and the restraints melted away. "There we go!" he declared.

She sprang to her feet and dashed towards the vortex. Along the way, she transformed her clothes. She only had time to mutter a quick "thank you" before she touched her shield. Then, she was gone, running faster than normal eyes could see.

The Doctor took out the capture crystal from his jacket. He frowned thoughtfully as it pulsed green. The pulses increased in frequency and then the crystal vanished.

He decided to do the same. It wouldn't do for anyone to see him, especially not the girls or the Incubator.

"Good luck," he said to the whirling vortex. Then he was off. He was certain that Donna would make a remark about his coat.

* * *

Homura stopped to catch her breath. She'd sprinted the entire way and she needed a moment to plan what to do.

Everyone was frozen in time—or, at least, that's what the scene looked like. Mami's expression was changing from confidence to surprise. The source for this was obvious: The harmless-looking creature that she had ensnared had a second creature pop out of its mouth like some obscene jack-in-the-box. This creature had large, very sharp teeth, and it was about to devour Mami.

For a brief moment, Homura entertained the notion of letting Mami be eaten. The gruesome sight would certainly be persuasive.

[_Everybody lives, Rose!_ _Just this once, __**everybody lives**__!_]

The voice echoed in her head. It wasn't the Doctor's voice as she knew it, but it was definitely a fragment of his memories.

Frowning, she pulled out her weapons and prepared herself. Besides, the more Magical Girls they had, the better the chance that Madoka would survive.

* * *

Mami could smell the fetid breath of the Witch as the second head emerged. Its teeth dripped in anticipation as it lunged directly for her. She tried to force herself to move, but the suddenness of this development had rooted her in place. She could only gape as the creature's jaws enclosed her head. It moved too fast for her to even think about her life flashing before her eyes.

Then a fusillade of gunfire dispelled the darkness. The huge head splattered with a shriek, spreading its gore over her and the immediate area. The tiny creature that she'd held with her ribbons was riddled with holes. It screeched as it disintegrated. The Grief Seed it left behind clattered to the ground.

Mami sank to her knees. Slowly, she felt her neck and found the faintest impression of teeth marks. She started shuddering uncontrollably.

"Mami!" Madoka exclaimed. She started to head towards the blonde, but was stopped by the intensity in Homura's glare. Sheepishly, the pink-haired girl backed off and stood beside Sayaka and Kyubey.

"You were careless," Homura said to Mami. "You were overconfident. You almost died, and so did they." The dark-haired girl was resisting the urge to backhand the blonde, just to drive the point home. Instead, she wrinkled her nose slightly at the stink of the Witch's gore, as well as other unpleasant smells.

"How-?" Mami began, unable to quite finish the sentence. She was shuddering intensely. "How did you get free?"

Homura pointedly ignored that question. She ratcheted up the intensity of her glare, and Mami found herself backing away. She shifted her gaze to Madoka and Sayaka. Both of them flinched.

"This is not a game," she declared coldly. "Mami Tomoe, I could have let you die. I didn't. Think about it."

An ominous groaning sound put an end to any further conversation. With the demise of the Witch, the space was starting to collapse. Homura snatched the Grief Seed that had been left behind and led the way. She was holding one of Madoka's hands. The other was held by Sayaka, who looked quite shaken. Mami was not far behind, with Kyubey perched on top of her hat.

They made it out just as the Witch's space vanished. Madoka and Sayaka gasped for breath. Mami and Homura, however, seemed only mildly winded.

"Homura," Madoka asked as she gasped, "Why are you doing all this? What was your wish?"

A pained look briefly crossed Homura's features. It was so tempting to just blurt it out.

"My wish has cost me," Homura admitted vaguely.

"But what was it?" Madoka asked insistently.

"It was probably a selfish wish," Sayaka suggested. "That's why she's suffering so much."

That was the last thing that the blue-haired girl said before she found herself sprawled on the floor. Her left cheek felt as if it were on fire.

"Sayaka!" Madoka exclaimed. She went to her friend's side and helped her up. "You didn't have to hit her!"

The blue-haired girl gently touched her cheek and winced. She tried to grin, but it turned into a lopsided leer.

"Wow, I guess I really touched a nerve, didn't I?" Sayaka declared. "You couldn't make a selfless wish, could you?"

"I couldn't," Mami said quietly. This got everyone's attention.

"What do you mean?" Sayaka asked. "You didn't have a choice."

Mami shook her head. "No, I had a choice. I could have wished for everyone to be saved, not just me." She started shaking, and tears welled up in the corners of her eyes. "Just now, I was so close to dying! I couldn't even move!"

"Mami—" Madoka began as she reached out to the blonde. Before she knew it, she was drawn into a crushing hug.

"I'M SO LONELY!" Mami wailed, and the tears flowed freely. "My family's gone, I have no friends and nobody understands! Every night, I risk my life and nobody will ever know! What kind of life is that?!"

Homura wrenched the blonde's arms apart, and Madoka staggered back. She leaned against the wall to catch her breath.

"Give me your Soul Gem," Homura said quietly.

"What? Why?"

Homura's glare became even more intense. "GIVE. ME. YOUR. SOUL. GEM," she enunciated with emphasis.

Shaken, Mami complied. The gem had a considerable amount of muddiness inside. It might have been her imagination, but it seemed to be getting darker by the moment.

Homura tapped the Grief Seed to Mami's gem, and the darkness was drawn out. Mami's Soul Gem was once again a bright golden color. The dark-haired teen gently handed the gem back to the blonde.

"You—why did you do that?" Mami asked.

"Have you ever asked yourself what a fully corrupted Soul Gem means?" Homura asked, not quite seething with anger.

Mami shook her head. "Doesn't it mean that we just run out of magic?"

Homura said nothing. Instead, she transformed back to her school uniform and turned on her heel. She didn't move, however.

"Miss Miki," she began in a quiet voice, "Do not ever ask me about my wish. Nor should you make any assumptions about your own selflessness. The one whom you would wish for would never know, nor would that person ever thank you."

"He would thank me!" Sayaka blurted out. Then she blinked as she realized what she just said.

"Sayaka," Madoka began timidly, "you'd make a wish for Kamijou?"

"I can accommodate you right here and now," Kyubey reminded them.

The blue-haired girl seemed shaken. "He said that his hands can't be healed with today's technology. It would take a miracle for him to play the violin again."

"Then your course is clear," Kyubey said.

Sayaka took a deep, ragged breath. It would have been so easy to say the words. Then she had to remind herself that Kyubey was an amoral, single-minded, cannibalistic freak. The creature was like the Monkey's Paw, uncaring of the ramifications.

"No, it isn't," she said finally. She turned her back on Kyubey. "I'm going home. Madoka, I'll walk you to your house."

"Mami?" Madoka looked tentatively at the blonde.

"Yes?" the blonde asked, her voice trembling.

"Want to visit my house? Mom and Dad wouldn't mind."

"I—" she faltered. "I don't deserve that. I don't deserve anything."

"Please?" The pink-haired girl's eyes were earnest and compassionate.

Kyubey regarded the scene with no small amount of dissatisfaction. Not only was this Homura girl actively trying to thwart the plan, but Mami had been shaken to her core. The blonde had only the façade of stability and strength. It had made her easy to manipulate, but now she was nearing her limit. Soon, she would fall to despair, and Kyubey would be that much closer to meeting the quota. It was certain that Madoka's friendly gesture would prolong the inevitable by only a small amount of time.

It would be necessary to find a replacement. Kyubey had someone in mind. One was fairly close by, and she had a history with Mami.

Kyubey scampered off to reclaim its cast-off corpses. The presence from the unearthly creature had gone. That had been a most unpleasant experience, and most wasteful as well. Wherever the creature had gone was none of Kyubey's concern. The Incubator was merely gratified that Mami hadn't fought the horror; there was nothing to be gained.

As Kyubey munched thoughtfully on the discarded remains, it considered a minor issue. It pondered whether or not to check up on several magical girls that had gone silent. The telepathic link did not inform the creature of their status. They had simply vanished, or perhaps had died prematurely before they could be harvested. There were always a few careless girls, but this was a steady progression. It was as if they had vanished or died a few at a time on the same day.

The question was whether or not it was viable to offer contracts to new magical girls. Madoka was nearby, and with sufficient motivation, would provide enormous amounts of energy. It seemed more efficient to stay with her and wear down her mental defenses. Recruiting more magical girls around the world seemed wasteful in comparison.

That decided, it devoured the last corpse and belched. It scampered past the room where Saya had been. There was no sound, except for the sigh of someone sleeping peacefully.

* * *

"What happened to you?!" Donna exclaimed as the Doctor returned.

"The capture crystal isn't an option anymore," he replied, somewhat curtly. He filled her in on the latest developments.

Donna frowned. "What about your other little project?"

The Doctor managed a smile. "Well, that part is going well. I can't do any time travel, but the old girl definitely gets me to where I need to be." He patted the TARDIS console affectionately.

* * *

The night had finally fallen upon the town. The surrounding hills were dark, but they weren't empty. Two figures regarded the light from the town.

"So," a petite figure began, "Poor old Mami can't hack it anymore, huh?" She took out an apple from the bag she held and bit into it.

"She is beginning to deteriorate," Kyubey agreed.

The girl took another bite and nodded. "So, I just gotta be there when she falls, right?"

"Indeed," Kyubey said. "I have two prospects, but they are unusually resistant."

The girl snorted. "I'd have to crush the newbies, anyway. They'd just get in my way."

"Another Magical Girl could be helpful," the Incubator suggested.

"Hah!" The girl finished her apple and tossed away the core. "Like I need the competition. There're only so many Grief Seeds out there. I can cover this whole town by myself."

"Actually, there is another Magical Girl besides Mami," Kyubey stated. "I am unaware as to what her powers are, but she seems quite strong."

"If she gets in my way, that won't be a problem," the girl declared.


	4. Patience and Rekindlings

Mami's nightmares were full of dark forms, dripping teeth and innocent-looking candy-like structures. She was alone, and would always be alone. She had no Soul Gem here, and she was in her school uniform. Something that looked similar to Kyubey was by her side, but it said nothing.

She fumbled around in this chaotic landscape. Whispers that almost made sense taunted her ears. She was helpless, without power. To make things worse, her dream self stepped into something wet and messy. Mami dared to take a look and immediately regretted it.

She had just trod on her own ravaged, decapitated corpse. Nearby were two other corpses that might have been Madoka and Sayaka.

The scene changed to a familiar one. She was younger, hurt, and pinned under the wreckage of the family car. This time, however, Kyubey had not appeared.

The broken bodies of her parents moved from their seats. They jerked around awkwardly, bones cracking the entire way. Sliding out of the shattered car windows, their features were mostly obscured in shadow.

"Mami," her father rasped. "You selfish little girl!"

"You didn't save us!" her mother gurgled. She pointed a broken finger at her.

"You're a soulless thing now," her father said.

"Wake up," a voice whispered from somewhere.

"I'm trying!" Mami shouted. "I can't—"

She opened her eyes bolted upright in her bed. In the darkness, she grabbed the first thing that she could reach and squeezed hard.

Homura coughed. She hadn't expected that reaction. Instinctively, she hugged Mami back for a few seconds. For a few moments, she could allow this foolish, fragile girl to be her friend.

"Too tight," Homura grunted. Then she gently, but firmly disengaged herself.

"Miss Akemi?" Mami croaked in the darkness. "What are you doing here?"

The dark-haired girl tried to make herself just a bit more presentable. Then she realized that it was useless, given the dim light.

"I came to make you an offer," Homura said quietly. "And please, keep it down. I don't want to wake up Madoka."

Mami nodded, her long blonde hair plastered with sweat. She decided that Homura probably didn't mean her any harm. The strange girl could have killed her in her sleep.

"Mentally, you're in no shape to hunt Witches," Homura declared. "You just had a nightmare," she observed.

"I almost died," Mami replied. "That's going to happen."

Homura nodded. "Then stop hunting Witches for a while. Minimize any activity that involves your Soul Gem."

"Then how do I—?"

"I will share my Grief Seeds with you. You shouldn't need many if you heed my advice."

Mami fingered the blankets nervously. "Why are you doing this?"

"I have my reasons," Homura said vaguely. "In return, I ask that you protect Madoka with everything you have. Do not encourage her to become a Magical Girl."

"But there are too many Witches—"

"I'll take care of them," Homura said simply. It was a tone that implied an undeniable fact.

Mami tilted her head slightly. "How strong **are** you? One Magical Girl can't go up against an entire town full of Witches."

"I'm not the strongest," Homura admitted, "but it's enough. Protect Madoka however you can—even with your life."

Mami shivered slightly as the afternoon's events replayed themselves in her head. This odd girl was absolutely correct—again. She had the feeling that Homura was being as truthful as possible.

"I will," the blonde said finally. "I'll steer her and Sayaka away from any areas that have Witches or familiars. Then I'll contact you."

"Good," Homura said with a nod. She turned to leave.

"I never thanked you for saving me, did I?" Mami asked.

"We're Magical Girls. We don't get thanks," Homura replied. She hadn't turned around.

"Well…thank you," Mami said earnestly.

"Thank me after all this is over." Homura didn't dare turn around and show her face. Mami would have certainly asked why she was trying not to cry.

"After what's all over?" Mami asked. Homura, however, had leapt out of the window into the night.

With a sigh, she burrowed underneath the covers. She fell asleep quickly, and her dreams were considerably quieter. A recurring theme seemed to be Homura's shield warding off attacks. It was comforting to know that she wasn't by herself.

* * *

Sayaka sat by herself at lunchtime. Normally, she would have been with Madoka and Hitomi, but the morning's events had left a bad taste in her mouth. She wanted to be alone for a bit.

The news had spread quickly through the school. Her childhood friend, Kyousuke, had miraculously recovered the use of his hands. He had been greeted by a throng of well-wishers.

Sayaka didn't hear about it from him. He didn't call her about the news. Instead, he called Hitomi first thing in the morning. When he arrived at school, he gave Sayaka a friendly wave before he was swept away by the crowd.

_I guess that shows where I stand_, she thought darkly. _He probably wouldn't have appreciated anything I did for him._

She was a bit surprised when Donna sat on the bench next to her. Wordlessly, she opened her lunchbox and took out a sandwich.

"Miss Noble?" Sayaka asked. "What are you doing here?"

"Eating lunch," Donna said between bites. "I didn't feel like eating in the office."

"Oh." Sayaka turned to her lunch and picked listlessly through it. She was silent for a few minutes. "This isn't how I thought it'd turn out."

"Hm?" Donna wiped her mouth with a napkin. "Sorry, how what would turn out?"

"I should be happy that Kyousuke is back and that he can play the violin again, right?"

Donna shrugged. "Most people would be, I think. I mean, it's not like you're going to tie him to a bed like that crazy lady in `Misery.'"

Sayaka tilted her head to the side. "What are you talking about?"

The redhead frowned. "Right, you probably haven't seen that movie. Well, most people would be happy to see a friend on the mend."

"Yeah, I thought so, too. So, why do I feel so miserable?"

Donna tapped her chin thoughtfully. "He's a very popular sort, isn't he?"

"He's a violin prodigy," Sayaka replied. "He's famous and everything. Of course he's popular. We've known each other since we were kids."

Donna nodded. "So, how long have you fancied him?"

Sayaka twitched. "WHAT?!" she screeched.

The older woman shrugged. "How long have you fancied him?" she repeated calmly. "Is it because he's a childhood friend?"

Sayaka started trembling. "That's none of your business," she said harshly.

"I suppose not," Donna agreed. "But you're obviously not talking to your friends about it."

Sayaka started packing up her half-eaten lunch. She was in no mood to talk to a nosey old lady.

"What do you know about it?" she fired back. The fact that she didn't stomp back to school was some indication that Donna had been spot on.

"I was almost married once," Donna told her.

"Poor guy," Sayaka said sourly.

"Oi, watch it!" Donna exclaimed. "Do you want to hear this, or do you want to just sulk until you explode?"

Sayaka was about to leave, but there was some note of sincerity that had pierced her defenses. With a sigh, she turned back and sat down.

"Sorry," she muttered.

Donna nodded. "Lance was handsome, charming, funny, and very generous. I was only a temp and he brought me coffee on the first day. I mean, regular employees never did that for temps. So, he made me feel special."

"So, what happened?"

_ He turned out to be a totally manipulative jerk who had been irradiating me for months. He was also about to sacrifice me to an alien spider queen and her children. Oh, and did I mention that the only reason he agreed to marry me was to shut me up?_

That was what Donna did not say. Even though she lived through it, even she had some difficulty believing.

"He died in an accident, a fall," she said finally. It had the benefit of being true enough. Lance had no intention of falling into the center of the Earth, but the Racnoss queen had had other ideas.

"Sorry to hear that," Sayaka said. She seemed genuinely contrite.

Donna shook her head. "It was a while ago. The thing is, before he died, he showed me some sides that I didn't particularly care for. He could be scheming, conniving, condescending, and-well, it turned out that he didn't fancy me as much as I did him." She sighed. "It doesn't hurt as much now, but back then? I didn't deal with it well."

"How do you make it stop hurting?" There was a plaintive tone in Sayaka's voice.

"Well, you're too young to go drinking-and, quite frankly, Lance wasn't worth getting drunk over. You could down an entire pint of ice cream and make yourself sick," she suggested. "I've done that once or twice. I made Gramps worried and Mom just nagged me."

"That doesn't help," Sayaka said archly.

"No, neither of those things did," Donna agreed. "It may not feel like it now, but things do get better over time."

"Hitomi wants him," Sayaka blurted out. Then she looked away. "She was the first person he called."

"Well, good for Hitomi," Donna said sarcastically. "Is she one of those little perfect princesses?"

"It seems like that sometimes," she admitted. "Not only is her family rich, but she takes lessons for piano, traditional Japanese dance, and tea ceremony."

"Oh no, she's not being shaped at all by her parents. Of course not. She's obviously doing this to rebel against her family by following their every whim to the letter." Donna's sarcasm had not diminished one bit.

Sayaka stifled a chuckle. "Hey, she's my friend!"

"And she'll still be your friend," Donna said. "Personally, I'd let those two `perfect people' have each other. Do you know what they say about the swan?"

"What?"

"The swan looks calm and serene on the top of the water. Underneath the waterline, it's thrashing like crazy just to keep afloat."

Once again, Sayaka stifled a chuckle. She had seen both Kyousuke and Hitomi in their dark moments. They, however, had not seen each other's faults. Kyousuke could be entirely too sensitive and moody at times, and his dedication to music could be problematic. Hitomi, though she was on good terms with her parents, was under enormous pressure.

"So, what do I do?"

Donna shrugged. "Tell him how you feel and then move on. It's a lot better than just keeping it a secret for their benefit."

"That simple?" Sayaka asked. "Just do that, and everything will be okay?"

"Eventually," Donna said. "I do have a question for you, though."

"What?"

"What would you sacrifice to make him happy?"

Sayake looked thoughtful. "Before today, I probably would have sacrificed anything. Now, I'm not so sure."

"Your happiness is important, too," Donna pointed out.

"I guess so," Sayaka agreed. Then her musings were interrupted by the murmur of her students heading back to class. "Thanks, Miss Noble."

"You're welcome," Donna said pleasantly. She watched Sayaka head back to the school. With a sigh, she got up and prepared to toss away the half-eaten sandwich.

"HEY!" a voice called from the bushes. "You're not gonna toss that out, are you?!"

Donna blinked as a girl tromped out of the bushes towards her. Her long red hair was done up in a high ponytail, bouncing with each step. Donna noted that the hooded sweat jacket and jean shorts that the girl wore weren't quite enough for early spring weather.

"I'm sorry, did you want this?" She offered the sandwich half to the new arrival.

The young redhead snatched it and wolfed it down. She was grumbling the entire time.

"Can't believe you were just gonna toss this out," she said between bites. "Didn't anybody tell you not to waste food?"

Donna clamped down any indignation she might have felt. Judging by Homura's description, the girl in front of her was none other than Kyouko Sakura. The young girl's wish had gone horribly wrong, and Donna had cried when Homura told her.

"You really were hungry, weren't you?" she asked.

"A little," Kyouko admitted. Then her gaze turned wary. "What?"

Donna said nothing. She went to the bench, sat down, and packed away her lunch.

"I'll be here tomorrow, if you happen to be in the neighborhood," she announced.

Kyouko snorted in a most unladylike manner. "Yeah, right."

"There's only one way to find out." She smiled as if she were talking to a co-conspirator.

Kyouko snorted again and was about to dash off. "Thanks for the grub," she muttered before she left, her ponytail flying behind her.

_ What a weird lady_, Kyouko thought to herself. _She didn't ask me my name or anything_.

There was something in her tone that got her curious. She had the feeling that if she stopped by, the old lady might actually be there. Of course, she'd been disappointed before.

_Still, it couldn't hurt to stop by_, she decided. _The old lady would probably just keep on wasting good food_.

Kyouko considered herself a realist, her idealism burnt out when her family died. She'd been surviving on the street, going where she wanted, stealing food when she could.

Everybody had an agenda, she had discovered. Everybody had hidden motives. Even Mami in her most generous moods wanted someone to stay with her. You were either the user or the used.

For a brief moment, she felt a sharp pang of—something. It wasn't hunger, nor anything physically painful. She was doing just fine on her own, thank you very much.

Despite herself, she looked back. Donna caught her eye and smiled.

Kyouko turned away and dashed off. Grief Seeds wouldn't appear right before her. There was hunting to do. It wasn't as if she was scared of Donna.

* * *

Madoka had experienced many different kinds of fear in the last few days. Right now, she was afraid for Hitomi.

Just that morning, she had been happy that Kamijou had been released from the hospital. Granted, Hitomi did seem a bit concerned that Sayaka didn't have lunch with them, but it certainly couldn't have made her depressed. Hitomi always seemed full of quiet strength.

On the way home, however, it was evident that Hitomi wasn't herself. She had this oddly fake smile on her face, and she had called Madoka by her last name. It became clear that something was very wrong with Hitomi, and Madoka followed her to a warehouse. There, several people prepared themselves for a journey to a promised land.

Madoka could see the wispy black ropes that came from everyone there. They all had the same vacant smile as they awaited something.

She gasped as the bottles of cleansers were brought out. Her mother had told her that certain chemicals could cause poison gas, killing everyone in the house. The warehouse owner had been intent on doing that to everyone present. Solemnly, he set down a bucket, berating his failures the entire time.

Desperate, Madoka snatched the bucket and dashed off. With all her strength, she threw the bucket at a window.

It bounced off, leaving only a crack. It certainly wasn't enough to provide emergency ventilation. Then Hitomi had punched her in the gut. She fell to her knees, knowing that she had failed to save Hitomi and the others.

To her surprise, the crack started spreading. It became a spider web that filled the entire window. Within seconds, the glass shattered into tiny pebbles. For a brief moment, she thought that she heard a faint buzzing sound. When the window had shattered, however, the sound was gone.

Then the others approached, those who had been intent on blissful suicide. They did not look happy that their intended method of reaching paradise had been thwarted.

The worst part was seeing Hitomi's face, twisted with rage. Even though Madoka knew that her friend was not herself, she would never be able to look at Hitomi the same way. This was assuming that she would survive.

Then Homura was there. She simply seemed to appear out of thin air. The long-haired girl stood between Madoka and the crowd.

"Stay there," Homura said quietly.

Before Madoka could respond, Homura seemed to vanish again. Almost as one, the crowd stopped in their tracks and collapsed. A moment later, Homura reappeared, looking mildly winded. She tucked something into that impossible shield of hers.

The dark-haired girl had taken no pleasure in using a taser against the crowd. It was harsh, but undeniably effective. She only hoped that there wouldn't be many side effects.

"Hitomi!" Madoka exclaimed. She forced herself up, ignoring the pain in her gut. She made herself unsteadily to Hitomi and knelt down. As she took Hitomi's hand, she seemed on the verge of tears.

"They're just stunned; they'll be fine," Homura said. She tried to be as reassuring as possible. "Are you all right?"

It was painful to see Madoka like this. She wanted to give her a hug and tell her that everything would be fine. It would be a lie, but it would have been what she needed.

"I'm…" Madoka sniffled. "I'm okay, I guess."

"Good." Homura gently put a hand on Madoka's shoulder. "The Witch is still around. Stay close to me."

The world distorted as the Witch made itself known. Homura stepped in front of Madoka and pulled out a submachine gun from her shield.

Then the Witch's head exploded, followed by its chest (if such a term could be used) being run through. There was a flash of dark red as the Witch was then bisected.

Homura frowned. This didn't happen in any of the previous timelines.

The new arrival's red hair was long, somewhat ragged, and tied up in a high ponytail. Her Magical Girl outfit was mostly dark red, sleeveless, but with a few hints of white ruffles. A red Soul Gem was affixed to her chest, just above her heart. Instead of being reassuring, there was an edgy, arrogant aura about her. Her weapon, a spear, rested easily against her shoulder.

"Kyouko Sakura," the brunette said neutrally.

The redheaded girl flashed a grin. "So, you've heard of me, have ya? I thought that poor old Mami was taking care of this territory."

"She is not alone," Homura pointed out.

Kyouko made a thoughtful noise. Then she craned her neck to see Madoka cowering behind Homura.

"Don't tell me **you're** one of the potentials?" The disbelief in Kyouko's voice was evident. "Sure, you might be able to see Witches and familiars, but you don't have the guts to face them!"

The redhead paused in her assessment as she heard footsteps. Mami and Sayaka were running to the scene. Mami had already transformed into her Magical Girl outfit, but Sayaka was only armed with a baseball bat.

"Kyouko?" Mami seemed hesitant, unsure of what to say.

The redhead paused and sneered. "Well, if it isn't poor old Mami," she said sarcastically. "Last I heard, you almost checked out."

"What are you doing here?" the blonde asked.

Kyouko snorted. "Ain't it obvious? You can't hack it anymore; that's how you almost got yourself killed. So, I figured that I'd pick up the slack. The pickings over here are better anyway."

"She's another Magical Girl?" Sayaka asked. She did not, however, loosen her grip on her baseball bat. Granted, it was enchanted by Mami, but there was something dangerous about the redhead.

"So you're another potential," Kyouko said. "What did Mami tell you? Did she say it was going to be all fun and games where nobody gets hurt? Did she ever tell you that sometimes things get nasty?"

"Kyouko, I—" Mami began, but Kyouko wouldn't hear of it.

"Save it," the redhead said harshly. "You used me, just like everyone else does. There's nothing you can say to me."

"That isn't fair!" Sayaka exclaimed. "Mami's just trying her best!"

Kyouko took a step forward and got into Sayaka's face. Her weapon wasn't pointed at the blue-haired girl, but the redhead was no less intimidating. Sayaka's grip on her bat tightened.

"You want to talk fair, girlie?" Kyouko asked. "What's fair is that I'm taking that Grief Seed because I took out that Witch. It's the rule of survival. Mami may have filled your heads with junk about being beacons of hope or crap like that, but when it comes down to it, Magical Girls are just hunters. There ain't nothing noble about it. If you've got a problem with that, feel free to come get some." The redhead's grip on her weapon tightened slightly.

"Did Kyubey tell you about Mami?" Madoka was still cowering behind Homura.

"Indeed I did," Kyubey confirmed. Almost everyone started as a pair of red eyes shone in the darkness. Then, the familiar white form of the Incubator stepped out of the shadows. "It was the only sensible thing to do."

"Which means that old Mami, me and Miss Goth Wannabe over here are competing for limited resources," Kyouko declared. "Since you two aren't in on this, I've got no reason to do much to you. Get in my way, though, and I'll crush you."

Homura stepped forward. "The Grief Seed is yours," the dark-haired girl said with a frown. "Take it and go."

Kyouko smirked. "Well, maybe one of you actually has some brains." She knelt down and tapped the Grief Seed to her Soul Gem. The gem brightened to a deep red.

"Kyouko, I'm sorry," Mami blurted out.

The redhead glared at Mami. For the briefest of moments, there was a look of regret on Kyouko's face.

"Yeah," she said gruffly, "we're all sorry, ain't we? We Magical Girls are just a sorry bunch."

With that, Kyouko turned around and left. Once she was out of the warehouse, she jumped from building to building until she disappeared into night.

Sayaka heard someone moan. Looking down, she saw that it was Hitomi.

"What happened to her?" Sayaka exclaimed.

"Hitomi wasn't herself," Madoka said. The pink-haired girl was trying not to cringe. "She had a Witch's Kiss and she…" Madoka paused, not sure of what else to say. How could she tell Sayaka that Hitomi was about to commit suicide?

"We should get her out of here," the blue-haired girl said. Tucking her bat under her arm, she knelt down and prepared to lift Hitomi.

"That would make things complicated," Homura said quietly. "There would be questions that we can't answer. We should go."

"And leave her here?" Sayaka asked. "I don't think so." She jerked her head towards Madoka. "I need some help; she's heavier than she looks."

Madoka stepped out from behind Homura. She hesitated for a moment. Then she walked over to Sayaka to support Hitomi as they made their way outside.

_Of course she would do that_, Homura thought to herself. _That's just the way she is_.

"Kyouko…" Mami said almost to herself. Her head was bowed, as if in shame.

"Mami Tomoe," Homura said, her voice sharp.

Mami looked startled. There was a commanding tone in Homura's voice.

"Yes?" The blonde asked quietly.

"I thought we agreed that you should minimize your hunting," Homura said sternly. "You are in no condition to face Witches."

"You also told me to protect Madoka with my life," Mami pointed out.

Homura sighed, perhaps in resignation. She'd forgotten about that part. "And so you have," she agreed. "However, you must not allow yourself to fall to despair in doing so."

Mami blinked. "Why? Why is that important?"

The long-haired brunette frowned. "You cannot fight Witches effectively if you have not resolved your emotional burdens. It's a matter of survival," she reminded Mami.

"I KNOW THAT!" Mami exclaimed. "Don't you think I know these things?"

Homura approached the blonde. Mami was understandably disconcerted. The brunette was a mystery.

"You may know it here," Homura said while pointing to Mami's head, "but you may not feel it here." This time, she pointed to Mami's chest.

"What do you know?" Mami asked defensively. "How long have you been a Magical Girl?"

"Does it matter?" Homura countered. "You know I'm right."

The blonde hesitated. One of the most unnerving things was that Homura was usually right. It was that practiced ease that got to her, even though the brunette eyed her almost dismissively.

"That's interesting," Kyubey observed. "Homura is undoubtedly a Magical Girl, yet I have no recollection of making a contract with her."

"I'm right here," Homura said with gritted teeth.

The Incubator tilted its head. "Was that something to cause you to take offense? Sometimes your Human customs baffle me."

The brunette said nothing. This was a ploy by Kyubey to get her to reveal some information. The more mysterious she remained, the longer she could make preparations without its interference.

"I'm sure they do," she said frostily. Then her tone softened somewhat as she turned her attention to Mami. "Go home with Madoka. She's invited you, you know."

"Where will you be?" Kyubey asked.

Homura ignored the Incubator. Instead, she turned on her heel and gave her hair an almost careless flip to the side. A few moments later, she'd disappeared into the night.

It wasn't easy talking to Hitomi when she finally woke up. Between the three of them, they'd managed to take her out of the warehouse and on the familiar road to her house. Mami had transformed back into her school uniform in the meantime and waited a respectful distance away.

"So you're telling me that I had some sort of hallucination?" Hitomi asked. She sounded a lot more like herself, albeit understandably baffled. "I wasn't in a warehouse?"

"No," Sayaka lied, mainly because Madoka wasn't good at it. "You met up with Madoka and just collapsed. Miss Tomoe helped us carry you here until you could wake up."

"It felt so real," Hitomi remarked. Almost absent-mindedly, she rubbed the knuckles on one hand. Her expression went pale as she remembered why her hand hurt vaguely. "Madoka, did I-?"

"Did you what?" the pink-haired girl asked.

"Did I…hurt you in any way?" Hitomi asked hesitantly.

"Wow, that must have been some dream," Sayaka interjected quickly. "You'd never hurt Madoka!"

Hitomi turned this over in her mind. The images that she remembered were so surreal. It was totally out of character for her to do those things.

"Of course," Hitomi finally said. "Thank you both for helping me out back there. I really don't deserve such friends." She punctuated that with a deep bow.

Sayaka laughed nervously. "Right. Just get home safely."

"You'll feel better after a good night's rest," Madoka suggested, perhaps a little too readily.

Hitomi smiled and walked off. When she was out of sight, Madoka and Sayaka stopped holding their breath.

"Madoka?" Mami asked tentatively. She'd been quietly examining her Soul Gem the entire time.

"What is it?"

Mami looked up. Madoka and Sayaka noted that the gem was a bit dull, but not terribly dirty. Judging by Homura's statements a while back, there was more to the color than just indicating magical power. Whatever it was, Kyubey artfully danced around the subject.

"May I stay with your family again tonight?" Mami's voice quavered slightly.

Madoka smiled. "Of course you can," she replied. She then turned her attention to Sayaka. "Do you want to come along too?"

Sayaka weighed her options before she shook her head. "Nah, I'd better get myself home. My parents are probably worried sick about me." She turned her attention to Mami. "Tomorrow, I'd like to know everything about Kyouko."

Mami nodded. "Try not to judge her too harshly. You two are lucky. You have your families. Kyouko and I…don't. I'll tell you what I know."

* * *

_Whaddya know_, Kyouko mused from the bushes. _She actually showed up._

Donna sat patiently on the bench. She had a thermos of something and what looked like a couple of sandwiches. She hoped that Kyouko didn't just ditch her out of spite.

A rustle in the bushes got her attention. Kyouko dusted off the leaves and ignored the small scratches on her legs. Donna pretended not to notice them, nor did she comment on the leaves still in the girl's hair.

"Yo," Kyouko greeted her. "I'm surprised you actually made it."

Donna shrugged. "That's how I am. I wasn't sure what you liked, so I got a BLT and a grilled cheese sandwich."

Kyouko pointed to the thermos. "What's in that mug thing?"

"Tomato soup," Donna replied. "It's comfort food. Besides, there's still a bit of chill in the air."

"`Comfort food,' huh?" the girl muttered. She paused as Donna unwrapped the sandwiches. "You take the first bite," she told Donna.

Donna arched an eyebrow. Then she took a bite out of the grilled cheese sandwich, chewed it and then swallowed. She didn't comment on Kyouko's paranoia. Given how long she'd been on the streets, it was probably quite justified.

Satisfied that the sandwich wasn't poisoned, Kyouko took the sandwich. After Donna took the first sip, the teenager took a generous cup of soup as well.

They ate in oddly comfortable silence. Donna didn't ask any questions. It was rather relaxing, actually. Kyouko didn't feel smothered like when she was with Mami.

"You gonna finish the rest of that sandwich?" Kyouko asked Donna.

The older woman smiled and handed it over. Kyouko wolfed it down, unsurprisingly. That accomplished, she hopped off the bench and prepared to leave. The teenager hesitated for a moment.

"Thanks," she said curtly.

"You're welcome," Donna replied. "I'll be here tomorrow if you want to stop by."

"I dunno," Kyouko began, "I keep a pretty busy schedule. I might find the time to keep you from wasting good food, though."

She hesitated another moment. She'd been living on the streets for a while, long enough to be cautious. The night was full of things other than Witches and Familiars. She couldn't trust anybody. Still this situation demanded some semblance of politeness. Besides, a free meal wasn't anything to sneeze at.

"I'm Kyouko," she finally said, not even looking at Donna. "You got a name?"

"Donna," she said as she tossed away the sandwich wrappers. "Nice to meet you, Kyouko."

"Yeah," the teen said roughly. "See you tomorrow?"

"I'll be here."

Kyouko dashed off with a rustle of leaves. Silently, she wondered why she gave the old lady even that much leeway.

* * *

"You look rather pleased with yourself," the Doctor commented. It was the end of another day, an otherwise unremarkable one if you didn't know what they did behind the scenes.

"Oh, I was just reminded that there are some things I can do that you can't," Donna said breezily. "No offense, but I can't see you opening up to teenagers."

For a brief moment, the Doctor had a distant look in his eyes. Donna never asked much about his other companions. Given that he'd lived for centuries, it was inevitable that companions would enter and exit his life.

"I've had some experience with teenagers," he said finally. "Not so much teenage girls, but I once knew this brilliant young man. He was a math genius and he reminded me a bit of myself." He shook himself out of his recollection. "Well, I think that you'd get along better with the girls than I would. Then again, Ace was in a class all by herself. Not many teenage girls are explosives experts."

"Explosives?!" Donna gaped at him.

He waved it off. "It was her way of coping. Besides, Nitro-9 came in handy quite a few times."

"Thankfully, I don't have to worry about that. I've just been having lunch with Kyouko for the last few days," she told him. "She's a bit rough around the edges and selfish, but I know she still has a heart."

"Funny," the Doctor began, "I thought the same about you when we first met."

Donna frowned. "Oi, watch it!"

The Doctor smiled. That calmed her down slightly. She had to admit that she wasn't a nice person back then. Traveling with him, however, broadened her mind. Oh, the fire was still there, but the pettiness had diminished. When the situation called for it, she still had quite a temper.

"Sorry," he said quietly. "You know, it occurs to me that we've been so busy with our project, we haven't had much time to explore."

"Eh," Donna shrugged, "You've got your project and it's important. I, for one, would like to get some shopping done. I mean, it's not like we're lacking for space. Besides, a little variety might be good for You Know Who, clothes-wise."

"Good point," he acknowledged. "Just try not to go overboard, all right?"

Donna grinned. "So, how much is 3 million yen in quid? I never thought I'd have to convert those two."

"I'd say roughly about 17000 quid. Don't spend it all in one place."

* * *

The local shopping center had a pretty good crowd. It was just your everyday mall with the usual variety of people wandering about. It was hard to believe that things such as Familiars or Witches coexisted with such normal surroundings.

Before she could embark upon her shopping adventure, she saw an older man running frantically towards her. The reason became clear as she saw Kyouko sprinting away with a paper bag. Judging by what spilled out, it was full of apples.

"STOP, you little THIEF!" he shouted. "THIEF!"

Kyouko's eyes widened as she saw Donna in her path. Weighed down as she was, she was losing ground. It was most likely that she was going to crash into the older woman, spilling the apples in the process.

_What the HELL is SHE doing here_, Kyouko wondered.

That thought lasted until Donna grabbed her firmly by one shoulder. They collided and apples spilled out everywhere. Kyouko righted herself and fixed Donna with a glare fit to kill.

"WHAT THE—"

Donna didn't give her the chance to continue. She drew herself up and frowned. It was time to unleash the Noble Temper.

"Kyouko, how many times have I told you to CALL me if you're short on money?!"

The teenager blinked. This wasn't what she expected.

"What-"

"I'll bet that you've forgotten your purse again, haven't you?" Donna demanded, in full rant mode. "Look at this!" She gestured to the apples scattered on the ground. "I could have spared you all this AND lent you a hand with the groceries! Now after we talk to this nice man, we are going STRAIGHTAWAY home, no questions asked!"

"What the-" Kyouko began, but stopped as Donna presented a sunny smile to the grocery worker who caught up with them. He'd been led on a merry chase and he was most assuredly not happy.

"Thanks for catching this little thief," the worker said. "I've been trying to catch her for a while."

"I'm terribly sorry about any trouble my niece may have given you," Donna said politely. She dug out a 10000 yen note and handed it to the worker. "This should help pay for what she's taken. She's a good soul, but you know how kids are at times."

"Hey!" Kyouko interjected.

"That little girl's a menace!" the worker declared. However, this didn't stop him from pocketing the bill. "By all rights I should call the cops on her."

Donna peeled off a second 10000 yen note and handed it to the worker. He hesitated before taking it.

"I assure you, we WILL talk about this. We don't need the police involved in this," Donna insisted smoothly.

For a long moment, the worker said nothing. Then, he sighed and turned to leave.

"Keep a tight leash on her," the worker said as he left. "If I see her in my store without you around, I'm not going to let her off easy."

Donna deflated as the worker disappeared into the crowd. She then felt Kyouko struggling out of her grip. She let the girl go.

"Are you all right?" Donna asked.

"Yeah. No. I don't know!" Kyouko exclaimed. "What the hell just happened?"

"You were in trouble. I helped out. It's not that hard to figure out," Donna finished with a shrug.

"Life doesn't work that way!" Kyouko insisted.

Donna said nothing. Instead, she sighed and knelt down to salvage the apples that had spilled out. Quite a few of them hadn't survived the impact.

"I don't get you," Kyouko said quietly. The fact that she hadn't ditched the scene was telling. "Why are you doing this for me?"

Donna smiled. "Don't mind me. I'm just a barmy lady who had a change of view. Here." She handed the bag to Kyouko, who looked equal parts distraught and puzzled.

"`Barmy?'"

"Wacky. Crazy. Nonsensical," Donna explained. "It's a pretty common phrase where I come from."

"Where's that? You sound like you're talking normal Japanese. Okay, there's a weird accent, but I can understand what you're saying. I just don't get you."

_Thank you, TARDIS translation circuits_, she thought to herself. It made communicating so much easier when you didn't have to carry phrase books. "I'm from Chiswick. It's in England."

Kyouko tilted her head slightly. With a sigh, she grabbed an apple and prepared to take a bite out of it. Then a pang of something she suppressed everyday surged briefly to the surface.

She felt guilty. It wasn't something that she usually indulged in. After all, Kyouko was more than willing to let people die in order to have Grief Seeds be available. It wasn't personal; it was survival.

There was something different about Donna. She didn't make any demands. She gave Kyouko her space. She didn't criticize or even ask for anything. Hell, she just paid off a grocery worker to keep her out of trouble, and for what?!

Kyouko reluctantly offered Donna the apple. It was clear that the teenager was struggling inside.

"Want one?" she asked harshly. "You paid for it, after all."

"Thanks," Donna replied quietly as she accepted the apple. _Heaven knows, you need it more than I do_, she thought to herself. She took a bite and munched on it thoughtfully. "Maybe we could sit somewhere else?" she suggested between bites.

"Yeah, okay," Kyouko replied distractedly. They quickly found an unoccupied bench and sat down. "You gonna give me a lecture now?"

"No, I was about to get some dinner after finishing this up," Donna replied. "Honestly, I'm not much for lectures. I've always hated it when Mom gave them to me. I can't imagine they're much better for anyone else."

"Yeah," Kyouko agreed. "I've had enough of lectures and sermons." For a moment, Kyouko seemed much older than 14 years old. That was one unfortunate side effect of being a Magical Girl: You saw things that nobody else should, because that was part and parcel of the job. She flinched as Donna gently touched her wrist.

"You're hurting your hand," Donna told her.

Kyouko blinked. Then she realized that she'd been gripping her crucifix. Letting go, she opened her palm and saw a cross-shaped indentation, but no blood.

"It's nothing," Kyouko insisted.

Donna was silent as she finished her apple. She merely nodded in agreement.

"You ever think about the future?" Kyouko blurted out.

Donna shrugged. "Sometimes," she admitted. "I'd love to find a good man and settle down. Right now, though, I'd like to travel as much as I can before then. It's kind of like getting it all in while you can, you know?"

"Yeah," Kyouko said, again without much inflection. Putting the bag aside, she got up and stretched. "Donna?"

"Hm?"

The teenager paused, not quite sure how to phrase what she had in mind. She wanted to sound a little more polite than her usual vocabulary. As galling as it was to admit, she owed the old lady.

"Maybe one day, if I told you to turn left instead of right, what would you do? I mean, if I said that just out of the blue, what would you do?"

Donna shrugged. "I'd turn left."

"I could be leading you into a trap, you know," Kyouko suggested. "You might be heading into a blind alley full of scumbags. Knowing that, would you still turn left?"

"Yeah, I would," Donna replied.

Kyouko looked away, ashamed. "You're an idiot," she declared, but without much heat in her words.

"I've been called worse. Besides, I don't think you're a bad person at heart."

"HA!" Kyouko barked out. "Shows what you know," she said acidly. "I've seen and done stuff that would turn your hair white. I just don't get why you're trying to be nice to **me**, of all people!"

"Well, maybe it's because you're a fellow redhead. You know what it's like, always carrying the temper around. I'm a master of `open mouth, insert foot,' you know. And I was a selfish, worthless little gossip that couldn't help but rant about everything."

"What happened?" Kyouko asked.

Donna smiled. "Someone actually listened. I got a different perspective on things. I'm not talking about one of those self-help gurus or a shrink. It's just nice to know that if you're shouting, someone can hear more than just the shout. Or maybe I'm getting too mushy," she amended.

Kyouko said nothing. Then she got up from the bench and picked up the bag of apples. She turned to leave, but stopped short.

"You gonna be there tomorrow?" she asked Donna without looking back.

"I'll be there," Donna promised.

There was another pause. It was filled with possibilities, some of them not good.

"Okay," Kyouko said finally. She tried to make it sound noncommittal. "I might as well stop by."

Without waiting for an answer, the redheaded teen left. She was munching apples furiously on the way, more out of frustration than actual hunger.

Donna looked at her apple thoughtfully. Discarding the core, got up and spared a sad smile in Kyouko's general direction.

_Well, it's something_, she thought to herself. _Now to get some shopping done for the Doctor's project. I don't think he expected it to be such a nightmare_.


	5. Nightmares and Revelations

Sayaka was dreaming, but it felt so real. She could feel the rush of wind as she jumped from rooftop to rooftop. She was dressed in a rather cute outfit with arm-length black gloves, a light blue cape, and a dark blue miniskirt. A cutlass gleamed in one of her hands.

_How could I ever regret this_, she heard her dream self ask. She was fighting Witches with a ferocity that surprised herself.

Then the scene shifted. She and Kyouko were arguing-no, fighting with weapons drawn. Inwardly, Sayaka flinched at the wounds that were inflicted, but her dream self didn't seem to care. The wounds were healing unnaturally fast.

Then Madoka went between them and grabbed the dream-Sayaka's Soul Gem. She threw it away, and all went black.

The scene shifted once more to a dull-eyed Sayaka. She had no idea what had just happened, but the Soul Gem she carried was black. Her dream-self had a hollow smile plastered on her face.

_I was so stupid_, she heard herself say before everything went black again.

With a start, Sayaka woke up. She realized that she was soaked in sweat. She then heard her mother calling for her. A quick check of the clock showed that she'd slept at least five minutes past the alarm. With a start, she jumped out of bed and changed into her uniform in record time.

"Are you all right?" her mother asked. Sayaka looked rumpled, and not from her rush to get dressed. There were faint circles under her eyes.

"I'm okay, Mom," she replied without too much conviction. "It was just a nightmare."

_Why would I dream about being a Magical Girl?_ she wondered to herself. _I've already decided not to become one_.

She met up with Madoka and Mami just outside her house. Unfortunately, Kyubey was waiting alongside them as well. They started walking to school, the Incubator scampering alongside them.

Sayaka noticed that Mami had been keeping her promise to Homura. The blonde had bumped into a Witch's nest or two, but called Homura for the cleanup. Later, Mami had noted that either Kyouko was very good, Homura was cleaning up, or there just weren't as many Grief Seeds out there as before.

"It is odd," Kyubey said without being prompted. "Witch activity should not have dropped this drastically."

_Damn it_, Sayaka thought to herself. _I'd forgotten that that thing can read minds_.

"How do you know about Witch activity?" Madoka asked. She couldn't quite bring herself to look directly at Kyubey. "Do you keep track of the news or something like that for a lot of bad news?"

"That would be inefficient," the Incubator stated. "To sort out the miseries you Humans inflict upon yourselves from those caused by Witches would be time-consuming."

"So how **do** you know if Witch activity is high or low?" Sayaka asked pointedly. "If you don't look at people and you don't see what happens, does that mean that you can sense Witches?"

Kyubey tilted its head slightly. "I am able to make certain determinations from conditions you are not aware of. I use this information to form a baseline and a comparison."

"That didn't answer my question," Sayaka said. She was getting tired of Kyubey's superficial explanations. The creature claimed to always be telling the truth. Maybe it was, but it certainly wasn't the **entire** truth.

"I have been monitoring this situation longer than you think," Kyubey pointed out. "In any case, your friend Hitomi appears to be nearby. Further discussion may prove to be counterproductive, at least for you."

With that, Kyubey jumped into some nearby bushes and dashed off. Sayaka quietly seethed.

"Are you okay?" Madoka asked. Sayaka wasn't usually this edgy.

"Just had a bad night," Sayaka replied. "It's nothing to worry about."

"Sayaka, you look really tired," Hitomi observed as she approached the group. "Good morning Madoka, Miss Tomoe," she greeted them both with a formal bow.

"I just had a nightmare," the blue-haired girl grumbled. "It's no big deal."

"A nightmare?" Hitomi asked. "Can you remember what it was about?"

Sayaka resisted the urge to make a sarcastic retort. Hitomi's presence put her on edge, even though she'd settled things with Kyousuke a little while ago. The young prodigy had been shocked, but quickly accepted that she wouldn't stand between him and Hitomi.

_She's not my rival anymore_, Sayaka reminded herself. _She's only trying to help_.

"Oh, the usual," she said nonchalantly. "I was being chased by monsters, fighting someone, that kind of thing. It was all a blur," she lied.

"I see," Hitomi said. "Sometimes when I can't get to sleep, I listen to music. Or, I have a glass of warm milk. If neither of those works, I use a white noise generator."

"What's that?" Madoka asked.

"It masks outside sounds. I find it quite restful," Hitomi turned to Sayaka. "If you like, I could let you borrow it for a bit. I don't mind."

Sayaka considered her options. It might have been nothing, but at least Hitomi was making the offer. It would've been rude to turn her down.  
"Maybe I'll try it for a night," she replied. "Thanks."

Hitomi smiled. "You're quite welcome." She hesitated, as if she was about to say something.

"What's wrong?" Sayaka asked.

"I'm…I'm glad we're still friends," Hitomi said awkwardly.

_Well, yeah_, Sayaka thought to herself. _You only took the guy I was crazy for, broke my heart and got hit by a Witch's Kiss. Anyone else would have ditched you, but I can't._

"We're still friends," Sayaka confirmed. "You might not want to bother Kyousuke when he's practicing, though. He gets really temperamental if you do that."

Hitomi sighed. "I would have appreciated that warning a little earlier. He also does not appreciate his sheet music being rearranged."

Sayaka held back a chuckle. This was no time for delighting in Hitomi's misfortune, no matter how minor.

"He'll be broody for a week, but he'll get over it. Just wait him out."

"I see," Hitomi said. "Is there any other advice that you would care to impart?"

"No, I think you're doing fine," Sayaka replied breezily. "Isn't that part of a relationship; to explore your partner's quirks?"

"That wasn't very helpful," Hitomi commented.

Sayaka resisted the urge to remind Hitomi who had been pursuing Kyousuke in the first place. This was all part and parcel of what dealing with the young prodigy was like. His sensitive, perfectionist nature was an asset in his music, but not so much in dealing with people.

Madoka and Mami watched the exchange, heartened that friendship could overcome many difficulties. The blonde hoped that one day she could mend bridges with Kyouko.

Her stay at the Kaname household had been comforting. Madoka's parents had welcomed her readily. They were happy to see that their daughter was expanding her social circle. Madoka's little brother had taken quite well to Mami, although he did commit an innocent faux pas or two. The fact that she helped with the cooking certainly was a bonus.

Mami had almost forgotten what a family was like. Living on her own, there was no interplay of comfort and crisis, peace and abject chaos. She remembered sleeping better than she had in ages, even in a guest bed. She'd even made herself useful by helping Mrs. Kaname with dinner when she could.

Part of her was afraid that this was only a dream. She didn't want to wake up and find herself facing a monster or an alien in her last moments.

* * *

Sayaka was almost dozing off when she heard her name called. She'd cruised through the day and class was almost over. She was looking forward to going home to her waiting bed.

She considered herself an average student. Mr. Smith, however, kept his lessons exciting with a smile on his face. He was kind and he also made everyone feel special.

In her very private moments, she would admit that she wanted to be special. She and Madoka were alike in that way. Despite her tomboyish, enthusiastic exterior, she had her sensitive and feminine moments. Madoka was just more timid and sensitive than she was.

"Have you been getting enough sleep?" the Doctor asked.

"I just had some crazy dreams," Sayaka replied. "Some of the stuff I remember just couldn't be true."

"Well, some say that dreams are a window into what might have been. You're just taking a peek, after all. Or, it might just be last night's dinner mucking about," he joked.

"Hey!" Sayaka protested. "Mom's a good cook!"

"Well, good," the Doctor said, his expression softening slightly. "Seriously, Miss Miki, I do hope that you get some more rest."

"I'll be fine, Mr. Smith," Sayaka replied. "One of my friends offered me her white noise something to help."

"A white noise generator?" the Doctor asked. Then he grinned. "Brilliant! You'll be sleeping like a log!"

Even through her fatigue, she had to smile. Mr. Smith was just so infectiously enthusiastic. He was a good teacher, too. He made the boring and mundane interesting. She wished that he would stick around a little longer. It was a welcome change from the regular teacher. She tended to rant and rave about her boyfriend.

"I hope so," she said. "I'll see you tomorrow, Mr. Smith."

After she left, the Doctor made a nonchalant scan around the classroom. Satisfied that Kyubey wasn't around, his smile faded.

Sayaka having nightmares wasn't a good sign—at least, not those involving Magical Girls. The dreams could have been echoes of past timelines exerting their influence upon the poor girl. It was almost as bad as the walls between dimensions being breached. He had no idea why Sayaka had been susceptible; Madoka or Homura would have been far more likely to have nightmares. Unfortunately, the Doctor couldn't ask either of them. Kyubey stuck to Madoka like glue and he'd instructed Homura to minimize contact with him and Donna.

A white noise generator wouldn't get rid of the dreams. Even with the sonic, there was no way to modify one to fully insulate Sayaka from the ripples.

Then again, maybe he didn't have to **fully** insulate her. The dreams were jumbled and frantic; that's how dreams were supposed to be. However, they also contained information that the girls would need. If Sayaka had truly refused to be a Magical Girl, perhaps she could thwart Kyubey in her own way. Being armed with such knowledge, even fragmentary, could make all the difference.

He made a note to find out when the generator would be delivered. Of course, he'd have to schedule it around his current project.

Packing up his things, he strode purposefully outside. There, he saw Donna sitting on a bench, talking to Kyouko.

"I've gotta get going," Kyouko announced as soon as she caught sight of him. "Thanks."

"You're welcome," Donna replied. "I'll be here tomorrow."

Kyouko nodded. Then she dashed off, her ponytail trailing in the wind. For a moment the two adults could almost imagine her in happier times.

"It's past lunchtime," he observed.

"She wanted to talk," Donna answered. "It wasn't much, but she told me that she doesn't have a family. That's progress, I suppose."

She stopped when she realized that he wasn't responding. Instead, he merely grinned and readjusted his glasses meaningfully. That in itself was a telling gesture; they were being watched.

"She seems like a nice girl," he said blandly. "Come on, time to go home."

"Can't we stop by that restaurant we talked about last time?" she asked casually. "We've still got time."

"Not as much as we'd like," he replied. "Besides, I've got a lot to do tonight."

"You're no fun," she complained.

* * *

Kyubey watched the two adults for a minute. Then it scampered off. There was nothing unusual it could see in their actions. They were just two friends who were going home.

Incubators were not given to random bursts of inspiration. They were intelligent and methodical. There was a plan and it would be adhered to. The alternative was to allow entropy to shorten the universe's lifespan.

The plan was being interfered with. By its calculations, Sayaka should have been a Magical Girl by this time. Mami's initial overconfidence and psychological frailty should have been a lethal combination. Kyouko was actually showing signs of empathy instead of her usual pragmatism.

The greater picture was in question. More Magical Girls had gone missing, without even a Grief Seed to mark their passing. That was a waste, in the Incubators' opinion. They had engineered a Soul Gem to constantly degrade, necessitating the hunt for Witches. The only possibility of slowing that process down was a specialized temporal field. This, of course, was outside the realm of Human technology.

Kyubey mused that the first Magical Girl had become the first Witch by trying to solve Humanity's problems. Then the cycle continued with new contracts being made to counter that girl's despair. It was actually quite efficient with regards to energy investment and management.

Logic would dictate that there was another player on the field. However, the hive-mind could not conceive of what this could entail. The higher races could hardly be bothered with this one Class 5 planet. Any individual who would involve themselves with a nearly incomprehensible, emotionally unstable race like Humanity must have been utterly mad.

* * *

Donna and the Doctor walked together for a few minutes. Then the Doctor sighed and took off his glasses.

"That thing was around, wasn't it?" Donna asked.

"For a little bit, yeah," he confirmed. "It didn't follow us. We're in the clear for now."

"I don't know if I can do this for another two weeks," she said. "It hurts seeing those girls in that position. And when I see that little white thing bouncing about with that fake little smile on its face…" Donna sighed. "Doctor, I just want to grab hold of that thing and choke it."

"You can't," he warned her. "Right now, I think that it's suspicious. I'm glad that you and Kyouko are getting along, but you can't let it slip how much we know."

"I know, I know…" she said wearily. "If it's that bad to watch, imagine how bad it is for them to **live** through it. I don't know how Homura can stand it."

The Doctor smiled faintly. Donna had been far from sympathetic when they'd first met. Brash, loud and selfish, she was hardly in any position to care about others. Though she hadn't lost her sharp tongue, she definitely saved it for those who deserved it instead of ranting to the world.

"It helps when you know you're not alone," he pointed out.

"Yeah," she agreed. "Somebody's got to keep you in line, too."

"Oi!"

* * *

"I think you're outta line," Kyouko declared.

"I know things that you don't, Kyouko Sakura," Homura reminded her calmly. "For one thing, I have a good idea of your capabilities. Are your illusion powers still not working?"

Kyouko tried not to flinch. She expected Mami to blab about the whole scenario to the other girls. She never saw this odd girl hanging around, except for when there was trouble. Still, she was nice enough to cook up some cup noodles for them both. That was a plus, in her mind.

They were in Homura's apartment. It was a small place that was paid for by some distant relative. There were newspaper clippings and bits of string plastered on the walls. It was as if the dark-haired girl was trying to divine a location from past incidents.

Honestly, Homura gave off an intense, creepy vibe to Kyouko. Right now, she was resisting the urge to take her cup of noodles and run.

"How'd you-?" Kyouko asked, but she was interrupted by Homura's intense glare. That rooted her to the spot more than any encounter with a Witch.

"Madoka Kaname cannot be allowed to make a contract with Kyubey," she stated flatly. "If she does, we will all pay the price."

Kyouko regained some of her nerve. "So whaddya want me to do? You want me to tie her up and lock her in a closet somewhere?"

"No." The glare came back for a few seconds. Then Homura's expression softened slightly. "I realize that I am asking a lot for you to trust me."

"No kidding," Kyouko replied. "I'm surprised that you didn't get Mami for your plan."

"Miss Tomoe's current mental state is more fragile than I'd like to deal with," Homura admitted. "She's actually taken my advice and minimized her hunting. In return, I've kept her Soul Gem in good shape by sharing the Grief Seeds I get. For now, she's out of the loop."

The redhead finished off her cup of noodles. That done, she nodded her thanks to Homura.

"I don't get you," Kyouko said. "One moment, you're acting all cool and aloof. The next, it's like you're trying to get me and Mami to be a team with you. What's the deal?"

Homura frowned. Then she pointed to a map on her wall.

"There is a very powerful Witch coming," she told Kyouko. "It's something that no single Magical Girl can take on. I need help—and believe me, this is a very difficult admission for me to make."

"How do you know about this?"

Homura looked away slightly. "I can't tell you—not yet, anyway."

"How do you know about me?"

The long-haired brunette looked pained for a moment. "I can't tell you that either. I'm sorry."

"You're asking an awful lot on faith," Kyouko pointed out. "I don't have much of that to spare." Unconsciously, her hand went to the crucifix she wore under her jacket.

"I know," Homura acknowledged. "I also know that if Walpurgis Nacht isn't stopped, everyone dies. You know the effect of one Witch's Kiss. Now, multiply that a thousand times over."

Kyouko considered it. "Crap," she muttered. "You're serious, aren't ya?"

Homura looked up. Her facial expression was the same, but her eyes—they hurt to look at. This was a girl who was revealing how much pain she'd been through.

Kyouko winced. She'd seen the same expression on her own face entirely too many times. Even as traumatized as she was with her own issues, it was difficult not to lay a reassuring hand on Homura's shoulder.

"What've you seen?" Kyouko asked, her voice almost a whisper. "How can you still keep going? I mean, I thought **I** had it bad, but you? You look like you've been going through Hell for years."

Homura managed a very small, very sad smile. "You're not wrong," she admitted. "That's why I need your help. We'll need Mami's help as well—not now," she amended, "but when she's emotionally more stable."

The redhead flinched. "We won't need her," she declared.

"We'll need her experience and power," Homura insisted. "Three Magical Girls working together increases our odds of winning."

"If you needed more Magical Girls, you could've just had Sayaka or Madoka join up," Kyouko reminded her. She took a step back as Homura glared at her.

"Would you want them to live our lives?" the brunette asked sharply.

Kyouko looked away. "No," she admitted. "I mean, Sayaka can act pretty self-righteous, but I wouldn't want to have her as a Magical Girl. She'd get all broken up inside."

_You have no idea_, Homura thought sourly. In every loop where Sayaka had become a Magical Girl, she died. Her confidence had been shattered by the consequences of her choice. In other loops, Sayaka changed from an overconfident hero of justice to an insane, shattered wreck of a girl. It was as if some nihilistic soul had decreed that to be a law for their personal amusement.

This time was different. This time around, things were starting to look up. Homura prayed constantly that this would truly be the end of her ordeal.

"I'm glad that she isn't," Homura said quietly. "I've seen more than enough pain."

"Haven't we all?" Kyouko muttered softly. She sighed and then stood up. "I'm in," she declared.

Homura stood up as well and hesitantly extended a hand. The expression on the brunette's face was far more open and honest than usual.

"Thank you," Homura said. It looked like she was trying hard not to cry.

Kyouko looked embarrassed. Then she took Homura's hand in a very quick handshake.

"Yeah, um," she said while fidgeting. "Thank me after we kick this thing's ass." A thought occurred to the redhead. "You got a spare uniform lying around?"

"In the closet," Homura answered. "Why?"

"I gotta talk to Sayaka. A uniform might help me blend in. There's an old lady there I owe, too."

The brunette tilted her head slightly. It was an odd request, but not unreasonable. She could guess who the "old lady" was.

Homura nodded. She remained silent as Kyouko helped herself. Things were getting more off the beaten track of her past attempts. Every day, she prayed that the nightmare would end.

* * *

Sayaka was not having a good dream. Once again, it was of her nonexistent adventures as a Magical Girl. There were flashes of crimson as her dream self was being attacked. It was clear that she was not doing well.

The scene shifted to an overpass at night. Her dream self held a blue Soul Gem, probably about to transform like she'd seen Mami do. Then Madoka dashed towards her and wrenched the Gem out of her hand. The pink-haired girl threw the Gem over the side. That was Sayaka's last sight before everything went black for a short time.

When her dream self regained consciousness, almost everybody around her looked stricken. Madoka was in tears, Kyouko couldn't meet her gaze and Homura—well, she looked pained.

About the only individual who didn't look disturbed was Kyubey. The creature tilted its head to one side, as if it was pondering something. Then it opened its mouth to speak.

"I just don't understand you people," Kyubey declared. "Why does it matter where you keep your s—"

Sayaka grimaced as the alarm woke her up. She flailed around and tapped the snooze button, nearly knocking over a pad of paper on her nightstand.

"Sayaka," her mother called out, "It's time to get up!"

"I'm up," she said, her voice creaking. "I'll be right down."

"Right down" was a relative term. She spent a few moments noting the contents of her latest dream while getting dressed. Something told her that what she was seeing was important. The fact that she was having such vivid dreams had to be a sign.

Her mother sighed as she noticed Sayaka's pace. The poor girl couldn't seem to get a good night's sleep lately. She hoped that Hitomi's little contribution had helped, but Sayaka still looked sluggish.

"Did you have another nightmare?" she asked as Sayaka sat down.

"Something like that, Mom," she confirmed. "It wasn't scary, just really weird."

"Maybe you're trying to work something out in your head," her mother suggested. "I certainly had a lot on my mind when I was your age."

_You have no idea_, Sayaka thought ironically. "I guess so," she said aloud. "I just wish that I'd figure it out soon so that I could have some good dreams."

"It'll take time," her mother reassured her.

Sayaka poked at her breakfast. Then she noticed an extra place set at the table.

"Mom, do we have a guest or something?"

"Oh, your friend Kyouko's waiting outside. Could you let her know that breakfast is ready? She said she left home in a hurry."

Sayaka blinked. "Kyouko?"

Her mother nodded. "Yes, we met just outside. She said that she goes to school with you." She noted her daughter's reaction. "Is there something wrong?"

Sayaka shook herself out of her reverie. It was best if she played things cool. Kyouko might have been violent, but she certainly wouldn't wish harm upon her family, right?

"Nothing," she lied. "It's just that I didn't expect her so early in the morning." That was the truth, at least.

"Friends can often surprise us," her mother said kindly.

"Yo," Kyouko greeted them. She was dressed in the same uniform that Sayaka herself wore. She was also holding the standard school bag over her shoulder. Kyouko just looked like another student until you took a deeper look at her eyes.

Mrs. Miki didn't comment on Kyouko's appetite. Instead, she wordlessly refilled the redhead's rice bowl, happy that Sayaka had found another friend.

After breakfast, Sayaka's family saw them off. By all appearances, it was just another day. Looking at the two of them walking together, all was not entirely well.

"This is a surprise," Sayaka remarked, trying to stay cool. "Are we walking to school together?"

Kyouko shrugged nonchalantly. "I figured we might as well. Of course, your Mom was nice enough to invite me to breakfast."

"Where'd you get the uniform?" the blue-haired girl asked pointedly.

"Goth girl loaned it to me. She ain't so bad when she's not being creepy or intense."

"You mean she's got more than two expressions?" Sayaka joked. Then she noticed that the redhead wasn't laughing. "Sorry," she muttered. "I've been having some rough nights."

"You don't say," Kyouko said sarcastically.

"Not like yours," Sayaka said quickly. "I mean, I've been having weird dreams. I keep dreaming that I'm a Magical Girl and I'm going through all these kinds of Hell."

"You're not that far off," Kyouko observed. "Don't tell me you want in on the action? I thought you'd settled that."

"I don't," Sayaka insisted. "Each time I dream, though, we're all friends. We're all Magical Girls and we're fighting the monsters together."

"Ha!" Kyouko snorted derisively. "With all our issues, that's not happening."

"It'd be nice, though," Sayaka said almost wistfully. The implication was clear: Make up with Mami.

"Yeah," the redhead said gruffly. Then something occurred to her. "How much did Mami tell you girls about me?"

Sayaka stopped short. She looked incredibly sad for a moment.

"She said enough," the blue-haired girl replied.

Kyouko snorted. "That's Mami for you: Big eyes, big boobs and big mouth."

"I don't know how I'd feel if I went through—"

"Yeah, that's my life," Kyouko interrupted. She tried to sound a little too casual. "I do what I've gotta."

Sayaka noted that the redhead seemed to be almost trying to justify her actions. Despite the rough exterior, Kyouko still felt immensely guilty about her family. Being a Magical Girl was pretty much all she had left.

"Is there another reason for the uniform?" Sayaka asked.

Kyouko frowned. "Are you always this nosey in the morning?"

"It's a simple question."

The redhead hesitated. "There's someone I've gotta talk to at your school. I figured I'd attract less attention dressed in this." She paused and fingered her skirt. "How the hell do you keep warm in this outfit, anyway?!"

"Says the girl who wears jean shorts in April," Sayaka remarked. "You get used to it."

"I'd like to strangle whoever came up with this uniform," Kyouko muttered darkly.

"It looks good on you," Sayaka teased.

That stopped Kyouko in her tracks. "I ain't that way, you know."

The blue-haired girl paused as the implications hit her. She opened her mouth, but nothing came out for a few seconds.

"That's not what I meant!" she exclaimed awkwardly.

Kyouko grinned. "Heh. I know. I'm just messing with your head."

"You—" Sayaka fumed for a bit. Then her eyes caught sight of the ring on the redhead's right hand. It was tiny, inconspicuous—and for some reason, she knew that it was terribly important. "You should really be careful with that."

"I've got it covered," Kyouko said breezily. "Besides, it's a lot easier to keep around like this. Letting ordinary people see my Soul Gem is just begging for trouble." She frowned. "What's with you, anyway? You just got all serious now."

"Why's that thing called a Soul Gem, anyway?" Sayaka asked. "It's a pretty weird choice for a name."

"I dunno," Kyouko shrugged. "That's just what Kyubey called it."

"Yeah, that's what Mami said too." Sayaka looked thoughtful. Then she heard Kyouko snort as they approached Madoka's house.

Mami was waiting patiently outside alongside Hitomi and Madoka. For a brief moment, the blonde looked ashamed, but she didn't approach them.

"Speak of the bimbo and she shall appear," the redhead grumbled. "I've gotta go. I don't need to deal with her crap first thing in the morning."

"Wait—" Sayaka called out, but it was too late. Kyouko had broken off and dashed to a nearby side street.

Her friends had differing expressions as she approached them. Mami couldn't meet Sayaka's gaze. Madoka looked worried, but said nothing. Hitomi was merely curious.

"Good morning, Sayaka," Hitomi greeted her. "Who was with you just now? I didn't recognize her. Is she a friend of yours?"

Sayaka paused. "I hope she can be someday."

"It's complicated," Mami said vaguely.

Puzzled, Hitomi took the hint and changed the conversation to more pedestrian topics. Still, it was an awkward walk to school.

* * *

Kyouko had no idea where she was going, at least, not in the school. It was an awkward feeling, pretending to be a student. She hadn't attended her own school for months—not since her family died. There didn't seem much point, after all.

She didn't want to just go through the rooms and shout for Donna. That would have caused far more trouble than she was prepared to deal with. It wasn't like some stranger would just go up to her and help her—Donna being the main exception, of course.

"You look a bit lost," a male voice said from behind her.

Kyouko tried not to flinch as she turned around. She'd been so preoccupied with her plan that she didn't even hear him approaching.

The Doctor smiled as he tried to put her at ease. Judging by her reaction, it was likely that she might have bolted. She'd obviously come to the school for a reason. He suspected that she just wanted to talk to Donna about something.

"Uh, yeah…" Kyouko said hesitantly. "I'm still not used to this place." Well, that was something akin to the truth, anyway.

"I know what you mean. I've been here for a little over two weeks and I still make the wrong turn once in a while." He grinned and held out his hand. "I'm John Smith."

"Really?" Kyouko asked as she took his hand. She noted his firm, friendly grip. "People actually name their kids `John Smith?'"

"It was Mom's idea," he joked. "Are you looking for someone?"

"Yeah, I'm looking for an older lady named Donna. She's a little shorter than you, with long red hair."

"Oh, right!" the Doctor exclaimed. "Of course I know her; she's my assistant. She helps me out with the paperwork and everything."

_Well that's lucky_, Kyouko thought to herself. _He seems like a nice guy_.

"Do you know where her office is?" She tried to tone down the roughness in her speech. It wasn't easy, but she managed to sound a little more like an average girl.

"It's three doors down and to your left. If you hit the staircase, you've gone too far," he responded. The Doctor looked thoughtful for a moment. "Shouldn't you be heading to class right about now?"

"Uh—" Kyouko hadn't anticipated this.

"Oh, wait, that's why you need to see her!" he exclaimed. "Let me guess: The transfer paperwork didn't make it?"

The redhead blinked. That actually sounded pretty plausible. She decided to roll with it.

She laughed nervously. "Yeah, something like that. I guess it must've gotten lost during the move. I didn't even get any books or anything." _Wait_, she thought to herself, _was that laying it on too thick_?

"Ah, bureaucracy," he said with no small amount of sarcasm. "I sometimes think that the sun won't rise until somebody fills out a form. Well, Donna should help you get it all sorted out. She's very good at it, you know. Off you go then, Miss…sorry, I don't seem to have your name."

"Sakura," Kyouko said automatically.

"Is that a given name or family name? Sorry for asking, but it's a bit ambiguous."

"It's a family name," she replied. "My given name's Kyouko."

She tried not to wince as she realized what she'd done. She'd just given a total stranger her full name. That was something you never did on the street. This man just seemed so friendly, and he knew Donna.

The Doctor appeared oblivious to her inner turmoil. Instead, he bowed slightly and grinned.

"Nice to meet you, Miss Sakura," he said. "I hope that you like it here."

Kyouko was about to enter Donna's office when she heard the sound of paws scrabbling around. She didn't turn around; she knew that sound all too well.

_What are you doing?_ Kyubey sounded curious through the mental link. _Shouldn't you be hunting Witches?_

_I've gotta take care of some stuff_, Kyouko replied mentally.

_This is nonproductive_, Kyubey mentally declared. _There are no Witches in the immediate area. And I fail to see why you are cooperating with Homura Akemi. Grief Seeds are a limited resource._

"Quit nagging me, will ya?!" Kyouko exclaimed. "I'll do what I've gotta when I feel like it, okay?!"

The door opened, much to Kyouko's surprise. Donna seemed curious as to what was causing a commotion.

"What's going on—oh, that's a different look," the older woman remarked. "Did you just transfer in or something?"

Kyouko froze. She'd had a perfect line to use on Donna, but now her mind was entirely blank. Well, it was blank except for the dark thoughts regarding Kyubey's invisibility.

"Something like that," Kyouko said awkwardly. "I, uh, I dunno how stuff like this works. I mean, I got no paperwork, no proof, and even this is borrowed." She fingered her uniform sweater nervously. "I don't even know why I'm here."

Donna smiled. "Come on in. I'll work something out, get everything sorted."

Kyouko flashed a defiant grin to Kyubey as she closed the door. The Incubator didn't appear to react, except to twitch its tail slightly.

This most recent turn of events was most dissatisfying, it observed. This sense of cooperation and well-being could not be allowed to continue.

_Mami_, it called out telepathically. _It appears that Kyouko is now a student at this school, at least for the time being. Are you not concerned?_

_I'm a bit busy_, came Mami's response. _I'm taking a test right now._

_You do realize that if all of you are in classes, any Witches in the area are free to roam?_ Kyubey pointed out. _I simply do not understand Human priorities. People could very well be dying as you sit there._

Mami was silent for a few moments. Kyubey could feel the hesitation and uncertainty in their mental link.

_I suppose you could continue your agreement with Homura Akemi_, Kyubey said reasonably. _It appears to be quite beneficial, a classic case of symbiosis. Then again, I am unable to read her mind. As such, I cannot ascertain her intentions._

_I have a pretty good idea of her intentions, as you put it_, Mami thought indignantly. _I almost died!_ _I needed the time to recover!_

_You have not mentally recovered yet_? Kyubey asked. _That is most unfortunate. You, Kyouko and Homura may be among the last Magical Girls on this planet._

Kyubey could easily imagine the shock on Mami's face. What it just revealed was perfectly true. The circumstances behind this progression had not revealed themselves. Still, this fact could be used to motivate Mami to take a more active role.

_How is that possible?!_ Mami's confusion was almost palpable through the mental link. _What's happened to them?_ _Haven't you been making contracts with other Magical Girls in the meantime_?

_Suitable candidates have not presented themselves_, Kyubey replied. That was true enough; Madoka was the most desirable candidate. _As to what is happening to the others, I do not have that information. In any case, I have taken up enough of your time. You should focus on your test now._

Kyubey closed the mental link. It could sense Mami getting in touch with the others, although Homura's response was terse. The Incubator noted that her mental shields were exceptionally strong. It had little idea of what she was going to do. Mami, however, was far easier to manipulate. Kyubey suspected that she would resume her duties shortly.

* * *

"Are you out of your mind?!" Sayaka exclaimed. She didn't quite mean to, but what Mami had just told her rubbed her the wrong way. She especially didn't mean to say it during lunchtime.

"I don't have a choice," Mami insisted. "If Kyubey is correct, then I should be doing my part against the Witches. While I'm grateful to Miss Akemi for her help, I cannot let others take the risk while I am on the sidelines."

"But Mami," Madoka began, "haven't you done enough already? Haven't you been through enough?" The pink-haired girl looked like she was about to burst into tears.

"It isn't a matter of what I've been through," the blonde said. She considered her next words carefully. "It's a matter of what has to be done. How could I live with myself just sitting off to the side while others are risking their lives?"

"A noble sentiment," Homura said from behind them. When the girls turned, they saw that her expression looked torn and conflicted. "If you choose to follow this path, Mami Tomoe, I may not be able to help you."

Mami smiled weakly. "I know. I truly am grateful for your help, Miss Akemi. It's just-I have to be true to myself. You understand, don't you?"

Homura couldn't quite meet Mami's eyes. "Just this once, I'd hoped-" she muttered.

"Hoped what?" Kyubey asked from below. "What exactly do you hope for, Akemi Homura? Of all Magical Girls, you still remain a mystery to me."

Homura clenched her jaw. "You really are despicable," she declared quietly. She fought down the urge to stomp on the Incubator, knowing that it would be a futile endeavor.

"I don't understand what you mean by that," Kyubey said in a reasonable tone. "What have I said that would deserve such a reaction? I merely informed Mami about the current situation, one which I have little control over. It only seemed reasonable for her to become more active."

"She doesn't need to put herself at risk!" Madoka shouted. Then she blushed as her schoolmates gave her odd looks.

"Hey, what's all the shouting..." Kyouko paused as she noted the crowd. The redhead grimaced slightly as she saw Mami. "I just had a good lunch, too," she sighed. "Now I might get indigestion looking at your stupid face, Kyubey."

"How unfortunate," Kyubey said. "That may impair your performance after school."

Kyouko bit back a remark. Two of her least favorite individuals were in the same place. To her credit, at least Mami looked ashamed. Kyubey just had that neutral expression on its face.

The day had started off fairly well, too. She'd spent most of the day with Donna as she "sorted out" the paperwork. Kyouko hadn't actually been to class, a fact that drew some attention from Donna's co-workers. Donna, however, managed to silence them with a knowing stare. Kyouko had the impression that the older woman knew where the figurative bodies were buried in her workplace.

It had been a promising start. Then she received Mami's all-call telepathic announcement. It took a lot of self-control not to hunt down the blonde and smack her silly. Now, here was her chance to lay it all out.

"I got your message," Kyouko said to Mami. "I think you're an idiot for going back out there. Besides, ain't it convenient that there ain't no Witches or Magical Girls anywhere else in the world? The fight just happens to be where **we** are? Did y'ever think of that?"

Mami looked up, awareness dawning on her face. "I actually had not considered that," she admitted. "It does seem convenient that we Magical Girls are nearby to counter the Witches. If Witches truly arise from Human misery, why would they be confined to this one place?"

"Yeah," Sayaka agreed. "It's enough to make someone think that this whole game is rigged." She glared pointedly at Kyubey.

"Perhaps you have forgotten, Sayaka Miki, that I do not lie," the Incubator pointed out. "I can easily say that this is not a game."

"Kyouko!" Donna called out. "Don't forget that you're in Mr. Smith's class." The older woman noted the crowd and tried not to react. She could see Kyubey perfectly through her glasses, but resisted the urge to step on the creature. "Oh, you're having some girl talk with your friends?"

Kyouko smiled uneasily. "Yeah, we're having a little chat. It's teenager stuff, nothing you'd be interested in."

Donna tilted her head slightly. "You're not talking about boys, are you? The stories I could tell you—"

"Uh, no," Kyouko said hurriedly. "Wait, which class did you say I was in?"

"I had to put you in Mr. Smith's class," Donna said. "It was the only one that had any room." She turned her attention to the rest of the girls. "Could anyone here help Kyouko out with books and notes? Her transfer paperwork seems to have been lost along the way."

For a moment, there was an awkward silence. Then Sayaka raised her hand.

"I'll help out," the blue-haired girl said, but a bit unsteadily.

Donna smiled. "Thank you, Miss Miki. As for the rest of you—well, be kind to her, all right?"

There was a general chorus of agreement. However, there seemed to be a note of uncertainty.

Kyouko smiled. It wasn't the sneer that she showed to others. It wasn't a fake smile. Even if this was a spur-of-the-moment decision, she felt like she belonged someplace. Her cynical survivor instincts, however, were telling her that something was bound to happen.

* * *

Mami wasn't sure what was going to happen. She'd been away from patrolling long enough for the routine to feel awkward. She'd been walking around, using her Soul Gem as a kind of divining rod. To conserve power, she wouldn't transform into her Magical Girl outfit until she needed to. Granted, she wasn't particularly low on power, but it was only sensible.

She wasn't sure if she could face a Witch again. She wasn't sure about a lot of things. What she was certain about was that going back into the field, so to speak, was not winning anyone over. Kyouko looked about ready to cripple her when they last met. Homura looked profoundly disappointed. The fact that neither of them was answering her mental calls was also a sign.

_Mami, where are you?_ The mental voice was unmistakably Madoka's. She could sense the younger girl's tension.

_I'm near an overpass a few block south of the school,_ Mami replied. _I can sense a Witch's nest here, but I can't quite pinpoint it._

_I'm coming with you! You shouldn't be alone_, Madoka insisted.

_It's not __**safe**_, Mami protested. _Hasn't this experience taught you that about being a Magical Girl_?

_I don't leave my friends_, Madoka said simply. It seemed so cliché, but there was a conviction that Mami couldn't argue with.

Minutes later, Mami heard Kyubey scampering towards her. Madoka was close behind, although she was out of breath. She paused for a few seconds, bent over from the effort of sprinting.

"Are you all right?" Mami asked. She gently laid a hand on Madoka's back.

"Fine," she said between gasps. "Just…never ran that fast before." She managed a tired smile. "I think I broke a record."

"A Witch is nearby," Kyubey reported.

Mami tried not to look annoyed. "Yes, Kyubey, I know," she replied. "That's why I'm here."

The Incubator tilted its head slightly. "You are not the only one. This appears to be the only Witch for several kilometers."

They heard someone else running towards them. As the footsteps came closer, they saw that it was Sayaka. She looked annoyed and tired.

"Have you guys…seen Kyouko?" she gasped, almost collapsing to the ground. "I was following her but then she ditched me. She said told me to go home and be safe." Sayaka snorted at the memory.

"That is sensible advice," Homura's voice came from behind her. Everyone except Kyubey looked startled for a second. When Sayaka turned around, Homura was still in her school uniform. She held her Soul Gem in one hand, using it like some sort of divining rod.

"Are you a ninja or something?!" Sayaka demanded. "You nearly scared me out of my skin!"

Homura said nothing, but there was the faintest hint of amusement in her features. It couldn't be rightly called a smile, however.

The moment was interrupted as the girls felt a shiver down their spines. The Witch's boundary field had been breached, but none of the girls there had done it.

Not far away, a rippling vortex appeared. A lone figure wielding a spear burst out. Kyouko, looking rather ragged in her Magical Girl outfit, slashed at an unseen threat from within.

Mami and Homura were about to transform their outfits when Kyouko stabbed viciously into the vortex. Grinning fiercely, she knelt down and claimed the Grief Seed.

Kyouko's grin didn't last long. As she panted, she noticed the crowd that had gathered.

"Ah, you've procured the Grief Seed," Kyubey announced. "That is most fortunate. I do not detect any other Witches for several kilometers."

"Are you all—" Madoka began.

"BACK OFF!" Kyouko shouted. "Are you guys trying to poach my kill or something?"

"No, I—" Mami stammered. "We were just—"

"Just what?!" Kyouko demanded. "You just happened to be there just as I finished off the Witch? What is your damage, anyway?!"

"This isn't what you think it is," Homura began. "None of us were going to take your Grief Seed."

"How do I know that?" Kyouko's fist clenched around the Grief Seed protectively. "How do I know that I didn't just snag the last one? How do I know that there'll be another Witch?"

"I've told you that one is coming," Homura said, her voice straining to remain calm. She hadn't recalled Kyouko being quite this paranoid. "I need your help and Mami's if everyone is to survive."

For a moment, it looked like Kyouko might listen. She took a few ragged breaths to try to calm down.

Sayaka chanced a glance at Mami. The blonde's mouth was pressed in a thin line and the hand that wasn't holding the Soul Gem was clenched in a fist.

"I need this," the redhead said, almost pleading. "Being a Magical Girl is all I've got left. Without Grief Seeds, I can't do anything. I'm-"

"Enough."

Everyone turned to see Mami's expression darken. It was a far cry from the confident girl they first saw.

"I have tried to be patient," the blonde said quietly. "I understand that you've been through a terrible loss. I have treated you like the sister I never had, and now I have had ENOUGH of your attitude." She glared at Kyouko. "I had hoped that you would someday come back and LISTEN sometime, but I can see that it's not going to happen."

Madoka gasped and stepped back involuntarily. This was a side of Mami she never expected to see. Sayaka, on the other hand, stepped a little closer to the blonde.

Kyouko did precisely the wrong thing and sneered. She pocketed the Grief Seed in the process.

"What're you gonna do?" she taunted Mami. "Are you gonna fight me? We both know that you're too nice for that."

Mami frowned. "Not today," she declared. "If you continue to let your selfishness and paranoia rule you, that's your problem. When it gets other people hurt, then it becomes my problem."

Kyouko assumed a stance with her spear. It might have been a trick of the light, but the redhead looked almost demonic. The white slash of a smile clashed with her otherwise shadowed face.

"You wanna come get some?" Kyouko taunted. "Are you really gonna throw down? You'd better be sure about this because I ain't holding back."

"Kyouko, don't!" Sayaka pleaded. "You're better than this!"

For a moment, Kyouko's smile faded. In its place was a look of profound sadness.

"That's the thing," the redhead said in a softer voice. "I ain't sure that I really am."

"Mami, don't do this!" Madoka exclaimed. "Magical Girls aren't supposed to fight!"

"Actually, it has happened in the past," Kyubey admitted. "It is best to let them do as they will. If you intervene, you may regret it."

"That's not helping, you little freak!" Sayaka screeched.

Mami took a few deep breaths. "If she will not listen to reason," she began, "then I have little choice but to beat some sense into her." She spared a sad glance at Madoka. "I'm sorry. I can't see another way for this to end."

Kyouko gave her spear a twirl. Then she leapt at Mami.

Time seemed to slow down as Mami raised her Soul Gem. Sayaka turned to face the blonde and her eyes focused entirely on the yellow Gem.

_Soul Gem, Soul Gem, Soul Gem_, she thought to herself. _Why is it so important? Why is it called that? Kyubey's intelligent, but not really creative. Why would this be called a Soul-oh, no. __**It can't be**__!_

Sayaka's eyes widened as Madoka sprinted towards Mami. The pink-haired girl jumped up and snatched Mami's Gem. She then looked around and prepared to toss the Gem over the side.

Sayaka wasn't sure how she managed it, but she'd tackled Madoka and Mami to the ground. With her left hand, she pried Mami's Soul Gem from Madoka's fingers. She was only vaguely aware of a skidding sound and a whoosh of air as Kyouko's spear barely missed her. Then the redhead collided with the rest of them in an awkward heap.

Kyouko recovered first. Rolling out of the heap, she grabbed Sayaka by the shoulders and hauled her up. The redhead's eyes blazed with fury, but it was tempered somewhat by confusion.

"**What the Hell do you think you're doing?!**" Kyouko demanded. "Do you know how **close** I came to **killing** you?!"

Sayaka started shaking. She wasn't scared about Kyouko's near-miss, although she should have been. No, what she had just figured out chilled her to the bone.

"I just realized something," Sayaka said quietly. "I figured out why the Soul Gems are so important."

"Obviously they are important," Kyubey commented. "I would not give you extraneous equipment."

"What are you talking about?" Kyouko demanded. "Why's that such a big deal?!"

Mami untangled herself from Madoka. She glared pointedly at Kyouko. "Give it back to me please, Miss Miki," she said, but a harsh edge tinged her polite manner. "There are still things to settle."

"Listen to Sayaka," Homura said abruptly. She'd transformed into her Magical Girl outfit during the chaos. Her stern demeanor cut through the tension, but her eyes were oddly sad. "This is more important than your petty squabble."

"**PETTY-?!**" Kyouko began, but she was interrupted by Sayaka.

"Shut up and listen, damn it!" the blue-haired girl shouted. Shocked, Kyouko released her. Sayaka gasped for a few seconds as she glanced at both Mami and Kyouko. "You've both taken so much for granted and I'M NOT FINISHED so don't even say a word!"

Everybody remained silent for a moment. None of them had ever seen Sayaka so worked up.

"This thing, this Soul Gem," Sayaka began, "it isn't just a magical battery or anything like that. It's more than that—isn't it, Kyubey?" she asked the Incubator pointedly.

The Incubator twitched its tail. "I do not understand your confusion. The name is quite descriptive of its function, without intent of artifice or deception. It is a container for a soul."

Silence descended upon the group. This time, everyone except Kyubey started shaking.

"What?" Mami asked weakly. "My soul is within that gem?"

"Yes," Kyubey confirmed. "It was the most efficient way to modify your bodies to fulfill your chosen function." It tilted its head slightly. "Did you never wonder why your Magical Girl forms could take so much more abuse?"

"I thought—I thought that this was just equipment," Kyouko stammered. "I didn't think—" She shook her head. "Wait a sec. If everything I am, my soul, is in that gem—then who the Hell is doing the talking?"

"Your soul is controlling your body from a predetermined distance. Past that distance, your body ceases to function." Kyubey sounded eminently reasonable and logical. "It is fortunate that Madoka did not toss Mami away. It would have been quite wasteful."

"What do you mean, `wasteful?'" Madoka asked. She was holding onto Mami's hand trying to keep the blonde calm. It wasn't working.

"Grief Seeds look a lot like Soul Gems," Sayaka said harshly. "Nobody asked where they came from. We took you on your word that it was for a greater good."

"Indeed it is," Kyubey agreed. "The power obtained from my absorption of Grief Seeds will be used to prolong the universe's lifespan."

"Enough of that!" Sayaka screamed. "Where do Grief Seeds come from?"

Kyubey actually sighed. "Grief Seeds are what a Soul Gem becomes when it is fully corrupted. When a Magical Girl finally falls to despair, when they have no hope left, they become a Witch."

Another silence descended upon the group. Mami dropped to her knees. Then she curled up into a ball as she started crying. Kyouko took out the Grief Seed she'd pocketed and trembled as she held it.

"All this time," Kyouko whispered, "we never thought to ask. We just assumed…" She couldn't finish her sentence as she dropped the Grief Seed. Transforming back into her street clothes, she dashed into the night.

Homura scooped up the Grief Seed and exchanged it for Mami's Soul Gem. As she did so, she gently squeezed Sayaka's hand.

"Go after her," the brunette said softly. "Now, more than ever, she needs a friend."

Sayaka was shocked to hear such compassion coming from Homura. She always thought that Homura was aloof by nature. Then she remembered fragments of her dreams, images that showed that the brunette had been through a world of pain.

She said nothing. Instead, she bolted in the general direction of where Kyouko ran. Sayaka prayed that she wouldn't be too late.

Homura frowned as she noted the state of Mami's Gem. The corruption was growing, the Gem itself a murky grey. Soon, it would darken completely and a new Witch would be born.

The brunette took out a spare Grief Seed from her pocket. She tapped it against Mami's Gem, only to have it remain dark. The Seed didn't drain away any of the corruption.

_Of course_, she realized. _You have to __**want**__ the Gem to be cleansed._

"Madoka," she began softly. "We should—"

"I'm not leaving Mami," Madoka interrupted her. "I'm not leaving her because the worst thing you can do right now is to treat Mami like a monster." She looked up and tears formed at the corner of her eyes. "She's not a monster, Homura! She's Mami!"

The logical thing to do would have been to knock Madoka out and drag her away. Then she would prepare herself to do battle. It was actually fortunate that Mami hadn't been a Magical Girl at the time. Homura had seen the results of that.

Sometimes the logical thing wasn't the right thing to do. Madoka was right; Mami needed to know that she wasn't a monster.

"Mami," Madoka pleaded. "Don't go. Don't lose hope. You're my friend!"

"Go away," Mami said weakly. "It's too late for me. It's too late for all of us."

"No, it isn't," Homura said quietly. She knelt down and held Mami's hand. "You still have your life to live. You can't let that thing dictate how you should live-or die, even. This is your life, and you're not done with it."

Mami blinked. "Why? Why do you keep on trying?"

Homura bowed her head slightly. "Because I'm your friend. I know you better than you can possibly imagine. I've seen how you are, how you could be." For a moment, she turned away looking pained. "We both chose to become Magical Girls to make things better. We have our lives ahead of us. There are so many things we still have to do. None of that can happen if we fall into the trap that thing has for us."

"Mami, please," Madoka said tearfully. "I'm not leaving you. Friends don't leave each other behind."

Mami shuddered and sobbed quietly. Then she looked at her Soul Gem, Madoka, and finally Homura.

"Help me?" she asked, her voice wispy. "Please?"

Homura nodded and tapped the Seed to Mami's Gem. There was an instant of uncertainty, but the darkness had been drawn out. For the time being, Mami's Gem was purified. She handed the Gem back to Mami.

The blonde uncurled herself and sat up. Sniffling, she wiped tears away with her free hand. Rarely had Madoka or Homura seen a more pitiable sight.

"For a moment," Mami began, "I thought that we should all die as Magical Girls instead of living as Witches. It's fortunate that I wasn't transformed at the time."

"I can understand that feeling," Homura said quietly. Inwardly, she shuddered at some of her memories. One timeline she'd experienced had Mami kill Kyouko, then herself be killed by Madoka.

The blonde seemed to gather herself. "You knew," she said without any hint of accusation. "All this time, you knew the price of being a Magical Girl and I didn't listen as much as I should have."

Homura smiled weakly. "Is there a **good** way to describe our situation?"

Mami gaped at the sight. "You—you actually smiled?"

"No, I didn't," Homura lied. "You must be imagining things."

"It looks good on you," Madoka said. "You should do it more often."

Homura actually turned away and blushed. What was it about Madoka's sincerity that always pierced her defenses?

"That was unprecedented," Kyubey noted. It always knew when to break a good moment. "I had underestimated your emotional resilience, Mami. I had thought for certain that you would fall to despair."

Madoka glared at the Incubator. "You put my friends through all that?! You tricked them into becoming Magical Girls! And you look like you're laughing all the time, even as they turn into Witches!"

Kyubey tilted its head. "We Incubators do not understand or feel emotions as you do. If we did, we may have found an alternate source of energy. And as for `tricking' your friends, I would have to disagree. I merely provided them with pertinent information at the time. If you Humans fail to take responsibility for your own actions, whose fault is that?"

Homura's expression went cold. Without a word, she pulled out a gun and aimed it squarely between Kyubey's eyes.

"Why do you always seem to resort to murder when you disagree with me?" Kyubey asked. "That hardly seems the trademark of an intelligent and rational species."

"I'm not feeling rational right now," Homura said, her voice as cold as her expression. She pulled the trigger and Kyubey collapsed with a hole in its head.

Moments later, Kyubey appeared in a replacement body. It calmly trotted over and devoured the corpse. It belched before sitting on its haunches.

"I suppose that it is advantageous to not have emotions," it mused. "Clearly, they affect one's judgment. You people apparently do not have what it takes to make the difficult decisions."

Homura spared a glance at Madoka. She knew what she was capable of doing—at least in prior timelines. She wasn't about to say anything to Kyubey, though.

"You may be surprised," she said vaguely. "You still haven't figured me out yet, have you?"

"I suppose that it is only a matter of time," Kyubey allowed. "Why you have such strong mental shields, I have no idea. I can only surmise that you have an outside party aiding you in some way. However, I have not seen you interact with anyone to support this."

Homura glared at Kyubey, but said nothing. The worst thing she could do was to confirm anything with the Incubator.

Standing up, she helped Mami to her feet. The blonde looked a bit more settled, but she was nervously eyeing her Soul Gem.

"What about Kyouko?" the blonde asked. She didn't quite hide the panic in her voice. "She could be anywhere, and Sayaka wouldn't be able to find her!"

"Yes, it would be unfortunate for Sayaka if she were to reach Kyouko too late," Kyubey pointed out. "Clearly, some intervention is necessary."

"Go home with Madoka," Homura said quietly, but firmly. "I'll look for them. Please," she added finally. "It has to be me."

"Homura," Madoka said hesitantly. "Why do you always take everything on yourself? Why you?"

The brunette couldn't keep the sadness out of her eyes. That look alone was enough to make Madoka gasp.

"Not now," Homura said, her voice almost a whisper. "Not in front of that thing. Maybe...maybe when this is all over..."

"Yes, but how will it end?" Kyubey asked. Its tone seemed almost mocking.

Without looking, Homura shot the Incubator. Then she turned on her heel and leapt off into the night.

Madoka and Mami shared a worried look. Rarely had they seen someone who seemed so lost.

* * *

Kyouko ran aimlessly through the darkened streets. She didn't care where she was going. All she knew was that she just had to run.

She'd been an idiot all this time. Her father was right; she'd become a Witch, the same kind of monster that she was fighting.

_What was the point of it all?!_ She wondered to herself. Tears streamed down her face as she ran, but she wasn't crying. No, she couldn't be crying because she was just too tough and hardened and oh damn she **was** crying.

Out of breath, she rounded a corner and collapsed. She hugged her knees close to herself. Taking out her Soul Gem, she studied its increasingly murky depths. She was sorely tempted just to toss the thing away and end it right there.

Pocketing the Gem, she took out the crucifix she wore. With trembling hands, she held it, wondering why she just hadn't been struck down. She was obviously an abomination before God, after all.

_Please_, she thought to herself. _I know we ain't seen eye to eye lately. Hell, I sometimes think you're laughing at me. But please let me know somehow that I ain't lost. Please?_

"Kyouko?" It was Donna's voice.

The redheaded teen opened her eyes cautiously. Donna was standing above her, holding several shopping bags. The woman had been on some sort of shopping spree or something.

"Aunt—aunt Donna," Kyouko stammered. It was so odd that she called Donna that, but it felt so natural at the same time.

"What's wrong?" Donna asked. She knelt down and put her bags off to the side. "What happened?"

"You should stay away from me," Kyouko said. She wasn't even trying to hide the tears anymore. "I think…I'm a monster."

Donna didn't even hesitate. She drew the teenager into a hug. Kyouko was too emotionally spent to resist.

"No you're not," she said softly.

"How do you know?!" Kyouko asked sharply.

Donna released the hug and looked right into Kyouko's eyes. The sight was enough to make almost anyone feel sorry for the girl.

"I've seen monsters," Donna said. "I've seen people who were monstrous and other things you wouldn't believe. Do you know what makes a monster?"

"What?" Kyouko sniffled.

"Monsters don't care about anyone else," Donna declared. "It's all about them. That's how they can do horrible things that would make others cringe."

Kyouko gaped at Donna for a moment. Then her mouth twitched into a shaky smile as she laughed. It wasn't a happy laugh, Donna noted.

"I still qualify," Kyouko said. "The things I've done—"

"—and you regret them, don't you?" Donna asked.

The teenager nodded. "Yeah," she replied in a rough voice. "Yeah, I regret doing them."

"There you go, then. If you didn't have any regrets at all, then you think you didn't do anything wrong. If you've never made any mistakes, then you haven't learned anything.

"People say `live life without regrets,'" Donna continued. "In my experience, that's rubbish. Let me have my regrets so that I know that I've lived, learned, and gotten better."

Kyouko gaped at Donna for a moment. It was a moment that could have been a tipping point for either of them.

"That," Kyouko said unsteadily, "is the sappiest thing I've ever heard."

"Doesn't make it any less true," Donna pointed out. "That's how I know you're not a monster."

For a moment, Kyouko said nothing. Then she threw herself at Donna and gripped her tightly. She didn't even try to hold back the tears.

"I won't ask if you don't want to tell me," Donna said gently.

"You wouldn't believe me anyway," Kyouko replied as she sniffled.

"You may be surprised." Donna's voice had an oddly wry tone to it, as if there was some inside joke.

"Kyouko!" Sayaka's voice called from the distance. "Where are you?! Are you okay?!"

Kyouko flinched slightly. This didn't go unnoticed by Donna.

"Friend of yours?" Donna asked.

The teen hesitated for a moment. Then she nodded.

"Can she help somehow?"

Again, Kyouko hesitated. "She can try," she said unsteadily.

"Sometimes that's enough."

Kyouko sniffled as Donna produced a handkerchief. The girl mopped up the tears as best as she could.

"Kyouko, where are you?!" Sayaka's voice sounded frantic.

Donna helped Kyouko to her feet. The girl hesitated as she tried to locate Sayaka. That didn't take long, as the blue-haired girl was sprinting in her general direction.

Donna gave Kyouko a gentle push on the back, just to get her going. Kyouko turned back and saw Donna's smile. It was a smile of simple kindness, bereft of an agenda. The older woman was just happy to help.

"Get going," Donna urged Kyouko. "I'll see you tomorrow."

"Promise?" she asked in a small voice.

"Promise," Donna confirmed.

Donna watched as Kyouko and Sayaka ran towards each other. Kyouko tackled Sayaka with a ferocity that the blue-haired girl didn't expect, almost knocking her down. When the two had recovered from that collision, they both turned to face her.

"Miss Noble?" Sayaka asked, confused. "What are you doing here?"

"Nothing much," Donna said breezily. "Just helping out a friend."

Sayaka ran through several responses. They all seemed inadequate, however.

"Thanks," Sayaka said, albeit somewhat unsteadily. In her arms, Kyouko was shuddering.

"You're quite welcome. Take good care of her, will you?"

With that, Donna gave them a little wave and picked up her groceries. She walked a short distance away and pretended not to see Sayaka slipping a Grief Seed to Kyouko.

She made sure she was well out of sight when she put her bags down. A quick glance around reassured her that there weren't any Witches, Familiars, or signs of Kyubey.

She took her phone out of her purse and dialed a number. As she stood there, she made sure to nonchalantly scan her surroundings.

"Donna?" the Doctor asked on the other end. "How did it go?"

"Things are…better," she said vaguely. "I was wondering why you had me walk out here." The last few weeks had made her a bit paranoid. She couldn't go into specifics.

"Good thing I kept an eye on them," the Doctor remarked. "I wish I could have been there, but-"

"I know, I know," Donna said, although a bit tiredly. "You have your project to take care of. Speaking of which, how's that going?"

"So far, so-sorry, hang on a moment," he said quickly. His voice became somewhat distant. "Yes, Donna's on her way. Don't worry about that. Yes, she's-Donna, you do have everything, don't you?"

Even though the Doctor couldn't see her, Donna arched an eyebrow and pouted. "Yes, I have everything," she replied. "I've got everything on the list, including the things you can't buy with a straight face."

"Thank you," he said sincerely.

"Yeah, well next time, we're going someplace more fun than this. Seeing all this..." She trailed off, the memory of Kyouko's anguished face made her clench her jaw.

"I know," he said quietly. "I-sorry, I have to go. Please don't touch anything! Donna will be-"

The connection cut out. Donna just sighed and rolled her eyes. The man was over 900 years old, at home just about anywhere in time and space, but there were some things he just couldn't handle. She couldn't imagine what life would be like if she weren't around.

A casual look around showed that Kyubey hadn't followed her. With a sigh, she hefted her bags and prepared to head home.

* * *

Homura peered from around the corner of a building. Satisfied that Kyouko and Sayaka weren't in any immediate danger, she transformed out of her Magical Girl outfit.

She allowed herself a small smile. It was fortunate that Donna had been there. In the short time that the two redheads had known each other, they'd become quite close. Homura suspected that nobody else could have talked Kyouko out of such a dangerous place except for Donna.

_They're all right_, she said telepathically. _Kyouko and Sayaka are safe_.

It had been too close, she realized. Either Mami or Kyouko could have become Witches. Things had worked out, but still...

She noticed that her hand was shaking slightly. With an effort, she made a fist and steadied herself.

It was so hard to make herself available emotionally. It hurt more to care about all of them instead of focusing on just Madoka. She was the one who had to hope more than anyone else. She knew just how much there was to lose.

She barely acknowledged the relief in Madoka's and Mami's voices. She was just bone-weary right now. She just wanted to crawl into bed and sleep for a week.

* * *

To their credit, Sayaka's family didn't comment on Kyouko's state. Instead, they offered her a spare room, no questions asked. Kyouko was grateful for that.

One bath later, she lay in the unfamiliar bed in borrowed pajamas. It was comfortable, but there was something missing.

She was tired of being alone. She was tired of always having to be the tough one. For once, she just wanted to be with someone who accepted her, scars and all.

Getting out of bed, she shuffled over to Sayaka's room. After a hesitant knock failed to rouse her, Kyouko sighed and opened the door anyway. It was better to ask forgiveness-and she was going to be doing a lot more asking than for just this small transgression.

Sayaka started awake as Kyouko slid into the bed with her. Half-asleep, she mumbled something incoherent.

"Don't get the wrong idea," Kyouko whispered. "I just don't wanna be alone tonight."

Sayaka was too tired to argue. She was even too tired to protest when the redhead hugged her from behind.

She wasn't too tired to hear Kyouko softly crying. She kept whispering something to herself.

"I'm sorry, Mami," Kyouko whispered, almost a chant. "I'm so sorry."

Sayaka said nothing. Instead, she turned over and hugged Kyouko back.

* * *

Mami looked out the window of her own guest room. She hugged the pillow tightly, willing herself to try to fall asleep.

"I'm sorry, Kyouko," she whispered to herself. "So much went wrong, and I don't know how to put it right."

* * *

Elsewhere, a Magical Girl was about to fall. She'd fought the good fight, but now she was on her last legs. Her Soul Gem was almost entirely black, and she shuddered to think what was going to happen.

_ Please_, she thought to herself. _I don't want to die! I don't want to become a monster! Please...someone tell me that there's hope!_

She was having trouble breathing. That had to be the only explanation for the wheezing sound she heard. Was that what death would be like; a slow wheeze and then it was over?

She couldn't have heard footsteps. There couldn't have been anyone else here. She was alone-or so she thought. Her tears blurred out most of her sight, but she could make out the outline of someone in the light. Whoever they were, they were kneeling over her.

"I'm the Doctor," the figure said, extending a hand, "and I'm here to help."


End file.
